Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within ninety (90) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Parent shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating (i) the Purchase Price (excluding any Earn-out Payments), (ii) the Net Working Capital as of the Effective Time (the “Closing Net Working Capital”), and (iii) the Indebtedness of the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations as of the Adjustment AmountEffective Time (the “Closing Indebtedness”). (b) If Representative disputes any amounts as shown on the Closing Statement, including calculations Representative shall deliver to Parent within thirty (30) days after receipt of the Closing Indebtedness Amount Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. Any amounts not subject to the Dispute Notice shall be paid promptly pursuant to Section 2.11(c). If Representative does not deliver a Dispute Notice to Parent within such thirty (30) day period, then the Closing Statement prepared and delivered by Parent shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If the Parties resolve such differences, then the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Parent and Representative do not reach a final resolution on the Closing Statement within thirty (30) days after Representative has given the Dispute Notice, unless Parent and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement among Parent, Representative and the Closing Transaction ExpensesNeutral Accountant (which Parent and Representative agree to execute promptly), prepared in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with GAAP (the “Post-Closing Adjustment Schedule”)terms of this Agreement. If the Company Stockholder Parent and Representative shall disagree each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Parent, Representative and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Parent and Representative and determine the amounts to be set forth on the Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent Fraud or manifest error. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Net Working Capital is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 2.11(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and Representative regarding the determination of the Final Closing Statement; or (ii) resolve any calculations in such differences by making an adjustment to the Post-Closing Adjustment ScheduleStatement that is outside of the range defined by amounts as finally proposed by Parent and Representative. (c) Promptly, it shall notify Buyer of such disagreement in writing within but no later than five (5) Business Days of after the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components final determination thereof, shall be final, binding and conclusive for all purposes hereunder. In if the event Purchase Price (excluding any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(sEarn-out Payments) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions Final Closing Statement: (i) exceeds the Closing Consideration, Parent shall pay such excess amount to Sellers in the form of Parent Shares; or (ii) is less than the Closing Consideration, then such difference shall be paid to the Independent Auditor) Parent in cash out of the Escrow Account; provided, however, that if the Escrow Account is insufficient to pay the Parent such difference, each Seller shall pay its Pro Rata Share of the aggregate deficiency amount in cash. Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Purchase Price by the Independent Auditor such that Parties. For the party prevailing on purposes hereof the greater dollar number of Parent Shares to be issued or any decrease in the issuance thereof will be equal to the amount of the excess (in the case of item (i) of this subsection (c)) divided by the value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorConsideration Share hereunder.

Post-Closing Adjustment. (a) As soon as reasonably practicable No later than forty-five (45) days following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Aspen shall prepare and deliver to the Company Stockholder Representative Reinsurer a schedule detailed statement in the same form as the Closing Statement (the “Final Closing Statement”) setting forth, in reasonable detail, Bxxxxforth Aspen’s good faith calculations calculation of (i) the Adjustment New Reinsurance Premium (including the New Reinsurance Premium Accrued Interest, the Roll-forward Amount and the ULAE Reimbursement Amount) and (ii) the Initial Required Collateral Amount, including calculations in each case, as of the Closing Indebtedness Amount Date, together with all accounting, actuarial and other data and documentation reasonably necessary for the Reinsurer to review Xxxxx’s proposed final calculations of such amounts. (b) Upon receipt of the Final Closing Transaction ExpensesStatement, prepared the Reinsurer and its authorized Representatives will be given reasonable access to all accounting, actuarial and other data and documentation related to the preparation of the Final Closing Statement for the purpose of, and to the extent reasonably necessary for, verifying the Final Closing Statement; provided, that no independent accountants or independent actuaries of Aspen shall be required to make any work papers available to the Reinsurer unless the Reinsurer has signed a customary agreement relating to such access to work papers in accordance with GAAP form and substance reasonably acceptable to such independent accountants or independent actuaries, as applicable. Within forty-five (45) days of the Reinsurer’s receipt of the Final Closing Statement, the Reinsurer may deliver written notice (the “PostTrue-Up Dispute Notice”) to Aspen of any objections, specifying in reasonable detail any contested amounts and the basis therefor, which the Reinsurer may have to the Final Closing Adjustment ScheduleStatement. The failure of the Reinsurer to deliver such True-Up Dispute Notice within the prescribed time period will constitute the Reinsurer’s acceptance as final of the Final Closing Statement as determined by Xxxxx. Any amounts not disputed in the True-Up Dispute Notice (if one is delivered) shall be deemed to be accepted by the Reinsurer as final, except to the extent that such amounts are affected by any disputed amounts. (c) If Aspen and the Reinsurer are unable to resolve all disagreements with respect to the Final Closing Statement within thirty (30) days following Xxxxx’s receipt of a True-Up Dispute Notice (the “True-up Dispute Cooling-Off Period”), the items and amounts in dispute shall be submitted for review to the Independent Actuary for final determination within forty-five (45) days after such submission. The Independent Actuary shall decide all matters relating to the procedures to be followed for resolution of the dispute, including those relating to the submission and receipt of information and documents; provided, however, that at the request of either Aspen or the Reinsurer, a meeting shall be held at which the Parties may present their views, that both Aspen and the Reinsurer shall have equal access to the Independent Actuary, and that all information and documents which either Party delivers or makes available to the Independent Actuary shall be furnished to the other Party as well. The review by the Independent Actuary shall be limited solely to the disputed items (and any items affected thereby) and amounts in the True-Up Dispute Notice that remain unresolved. Any determination by the Independent Actuary shall not be outside the range defined by the respective amounts in the Final Closing Statement and the True-Up Dispute Notice, and such determination shall be final and binding upon, and non-appealable by, the Parties and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. The fees and expenses of the Independent Actuary arising from such arbitration shall be paid by the Parties pro rata based on where the Independent Actuary’s determination of the New Reinsurance Premium falls in comparison to the amount claimed by Xxxxx in the Final Closing Statement and the amount claimed by the Reinsurer in the True-Up Dispute Notice. (d) If the Company Stockholder Representative New Reinsurance Premium as finally determined pursuant to this Section 3.3 is (i) greater than the Estimated New Reinsurance Premium (such difference, a “Positive Adjustment Amount”), then Aspen shall disagree with any calculations in pay to the Post-Closing Adjustment ScheduleReinsurer (or to the applicable Trust Accounts, it shall notify Buyer to the extent that the Reinsurer’s Posted Collateral is less than the Initial Required Collateral Amount), by wire transfer of such disagreement immediately available funds to one or more accounts designated in writing by the Reinsurer, the Positive Adjustment Amount within five (5) Business Days following final determination of the date Buyer delivers New Reinsurance Premium pursuant to this Section 3.3 or (ii) less than the Post-Closing Adjustment Schedule Estimated New Reinsurance Premium (the last day absolute value of such perioddifference, the a “Response DateNegative Adjustment Amount”), setting forth in reasonable detail then Aspen shall reduce the particulars of such disagreement (such notice, a “Dispute Notice”). In Funds Withheld Account Balance by the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Negative Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (ai) As soon as reasonably practicable Within sixty (60) days following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Seller shall prepare and deliver to the Company Stockholder Representative Buyer a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP statement (the “Post-Closing Adjustment ScheduleStatement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. If Buyer shall have thirty (30) days to review the Company Stockholder Representative shall disagree with any calculations in Closing Statement following receipt thereof. On or before the Post-Closing Adjustment Schedule, it shall notify Buyer end of such disagreement in writing within five (5) Business Days of 30-day review period, Buyer may object to the date Buyer delivers the Post-Closing Adjustment Schedule Statement by written notice to Seller (the last day of such period, the “Response DateObjection Notice”), setting forth in Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable detail the particulars of such disagreement (such noticesupporting material therefor), a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including and shall set forth Buyer’s calculation of the Purchase Price Adjustment Amount and based on such objections. To the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely providedextent not set forth in a timely-delivered Objection Notice, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for agreed with Seller’s calculation of all purposes other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of this Agreementthe Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period. (bii) In If Buyer timely delivers an Objection Notice to Seller, Buyer and Seller shall, during the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days day period following such delivery (or any mutually agreed extension thereof), use their commercially reasonable efforts to negotiate and reach agreement on the disputed items and amounts in order to determine the amount of the delivery Purchase Price Adjustment. If, at the end of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting period (or financial consulting firm of recognized national standing to be any mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firmagreed extension thereof), the “Independent Auditor”). Each of Buyer Parties are unable to resolve their disagreements, they shall jointly retain and the Company Stockholder Representative shall promptly provide refer their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing disagreements to the Independent Auditor Accountant. The Parties shall instruct the Independent Accountant to promptly review this Section 2.6 and to each other as promptly as possible after determine solely with respect to the engagement of disputed items and amounts so submitted whether and to what extent, if any, the Independent AuditorPurchase Price Adjustment set forth in the Closing Statement requires adjustment. The Independent Auditor Accountant shall be instructed to render base its determination with respect to such disagreements solely on written submissions by the Parties. As promptly as soon as reasonably possible (which the parties hereto agree should not be practicable, but in no event later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base after its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed itemretention, the Independent Auditor Accountant shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of the Purchase Price Adjustment; provided that the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party Party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitratorParty. Absent manifest error or fraud, The decision of the determination of such disputed items by Independent Auditor Accountant shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunderParties. All fees The costs and expenses of the Independent Auditor relating Accountant shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the workamount actually contested by such party, if any, to be performed as determined by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject Accountant. The Parties agree to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d)execute, if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made requested by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For exampleAccountant, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses a reasonable engagement letter, including customary indemnities in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses favor of the Independent Auditor (subject to Accountant. The Parties shall cooperate and shall furnish each other and, if applicable, the Company Stockholder Representative’s right to Independent Accountant, with such documents and other records that may be indemnified by reasonably requested in connection with the Pre-Reverse Split Company Stockholders preparation, review and final determination of the Closing Statement and Purchase Price Adjustment and the Company Stockholders pursuant to other matters addressed in this Section 3.9(d2.6. (iii) For purposes of this Section 2.6(c), if such expenses exceed “Final Purchase Price Adjustment” means the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.Purchase Price Adjustment:

Post-Closing Adjustment. (ai) As soon promptly as reasonably practicable following the Closing Date, and but in any no event within sixty (60) calendar later than 15 days thereoffollowing the Closing Date, Buyer the Seller shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of forth (i) the Adjustment Amount, including calculations Seller's Cash as of the Closing Indebtedness Amount and Date, (ii) the Seller's Accounts Receivable as of the Closing Transaction Expenses, prepared in accordance with GAAP Date and (iii) the Seller's Accounts Payable as of the Closing Date (the “Post-Closing Adjustment "Schedule”"). If A copy of the Company Stockholder Representative Schedule shall disagree with be delivered to the Purchaser. Representatives of the Purchaser shall have access to the Seller's books and records in order to verify the accuracy of the Schedule. The parties shall endeavor to resolve any calculations in disagreements relating to the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing Schedule within five (5) Business Days of days following its delivery to the date Buyer delivers Purchaser. If all disagreements relating to the Post-Closing Adjustment Schedule (cannot be resolved by the last day of such parties within the foregoing time period, the “Response Date”), setting forth all matters in reasonable detail the particulars of such disagreement dispute (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Datecollectively, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s"Disputed Matter") and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an arbitration as set forth in Section 2.5(ii). (ii) Any Disputed Matter shall be promptly submitted to and reviewed by Deloitte & Touche LLP, or other nationally recognized independent accounting or financial consulting firm of recognized national standing mutually acceptable to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx the Seller and the Company Stockholder Representative Purchaser (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor"Arbitrator"). The Independent Auditor Arbitrator shall base its determination solely on (i) consider only the written submissions of the parties Disputed Matter and shall not conduct an independent investigation and (ii) act promptly to resolve in writing the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only Disputed Matter. The Arbitrator's decision with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor Disputed Matter shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, Seller and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders Purchaser. The Seller and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer Purchaser shall each be responsible for and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% pay one-half of the fees and expenses of the Independent Auditor Arbitrator. Each party shall be responsible for and pay its own expenses incurred in connection with the resolution of any Disputed Matter. (subject iii) As promptly as practicable following the first to occur of (x) an agreement between the Purchaser and the Seller with respect to the Company Stockholder Representative’s right to be indemnified accuracy of the Schedule or (y) a decision by the Pre-Reverse Split Company Stockholders Arbitrator with respect to the appropriate figures for inclusion in the Schedule (in either event, the "Final Schedule"), the following action shall be taken: (1) If the sum of the Accounts Receivable and the Company Stockholders pursuant to Section 3.9(dCash reflected in the Final Schedule exceeds the Accounts Payable reflected therein, the amount of such excess, together with simple interest thereon from the Closing Date at the Agreed Rate (calculated on the basis of a 365-day year), if such expenses shall be promptly remitted by the Purchaser to the Seller; or (2) If the Accounts Payable reflected in the Final Schedule exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% sum of the fees Accounts Receivable and expenses the Cash reflected therein, the amount of such excess, together with simple interest thereon from the Independent AuditorClosing Date at the Agreed Rate (calculated on the basis of a 365-day year), shall be promptly remitted by the Seller to the Purchaser. (iv) The agreements and covenants in this Section 2.5 shall survive the Closing.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within ninety (90) days following the Closing Distribution Date, Spinco shall cause to be prepared and in any event within sixty delivered to Harbor a certificate endorsed by an executive officer of Spinco certifying a statement (60the “Spinco Preliminary Closing Statement”) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxxforth Spinco’s good faith calculations calculation of (i) the Spinco Working Capital Adjustment Amountand (ii) the Spinco Net Debt Adjustment, including reasonable detail regarding the calculations of the thereof. The Spinco Preliminary Closing Indebtedness Amount and the Closing Transaction Expenses, Statement shall be prepared in accordance with GAAP the Applicable Accounting Principles. (b) During the forty-five (45) day period following Harbor’s receipt of the Spinco Preliminary Closing Statement, Spinco shall give Harbor, and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Spinco (including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit Harbor to evaluate the Spinco Preliminary Closing Statement. Within forty-five (45) days after receipt of the Spinco Preliminary Closing Statement, Harbor may, in a written notice to Spinco, describe in reasonable detail any proposed adjustments to the items set forth on the Spinco Preliminary Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If Spinco shall not have received a notice of proposed adjustments within such forty-five (45)-day period, Harbor will be deemed to have accepted irrevocably the Spinco Preliminary Closing Statement. (c) Harbor and Spinco shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Spinco Preliminary Closing Statement, during the thirty (30) days following Spinco’s receipt of the proposed adjustments. If Harbor and Spinco are unable to resolve such dispute within such thirty (30)-day period, then, at the written request of either such Party (the “Post-Dispute Resolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the thirty (30)-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Spinco Preliminary Closing Adjustment ScheduleStatement, as agreed to pursuant to the last sentence of Section 5.1(b) or as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Spinco Final Closing Statement”). If the Company Stockholder business representatives do not resolve the dispute during the periods described above, then Spinco, the Voyager Stockholders’ Representative and Harbor shall disagree jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 10.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from the remaining nationally recognized accounting firms that are not the regular independent auditor firm of Harbor, Spinco or Voyager, and in such event references herein to “KPMG LLP” shall be deemed to refer to such replacement accounting firm. Within the thirty (30)-day period following its engagement, KPMG LLP shall arbitrate and resolve such dispute based solely on the written submission provided by Harbor and Spinco and shall only consider whether the Spinco Preliminary Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the accounting firm) whether and to what extent the Spinco Preliminary Closing Statement requires adjustment. In resolving any calculations disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the Postguidelines and principles of this Section 5.1 and (ii) not assign a value to any item higher than the highest value for such item claimed by either of Harbor or Spinco or lower than the lowest value claimed by either such Person; provided, however, that to the extent the determination of value of any disputed item affects any other item used in calculating the Spinco Working Capital Adjustment or the Spinco Net Debt Adjustment, such effect may be taken into account by KPMG LLP. The fees and expenses of KPMG LLP shall be shared by Spinco and Harbor in inverse proportion to the relative amounts of the disputed amount determined in favor of Spinco and Harbor, respectively. (d) Upon final determination of the Spinco Final Closing Statement pursuant to this Section 5.1, the following payments (if any) shall be made in accordance with Section 5.1(e): (i) If the Adjustment Amount is positive, Spinco shall pay to Harbor the lesser of (A) $150,000,000 (less all amounts paid or payable pursuant to Section 3.01 of the Tax Matters Agreement in respect of Harbor Pre-Closing Taxes) and (B) the Adjustment ScheduleAmount; and (ii) If Adjustment Amount is negative, it Harbor shall notify Buyer pay to Spinco the lesser of (A) $150,000,000 (less all amounts paid or payable pursuant to Section 3.01 of the Tax Matters Agreement in respect of Harbor Pre-Closing Taxes) and (b) the absolute value of the Adjustment Amount; and (iii) If the Adjustment Amount is zero, no payment by any Party shall be due. Notwithstanding anything herein to the contrary, no adjustment under this Section 5.1 shall be made to the extent the effect of such disagreement adjustment would reasonably be expected to result in writing Harbor Stockholders owning fifty percent (50%) or less of the shares of Spinco Common Stock on or after the Effective Time or otherwise result in a Tax Free Transaction Failure. (e) Any amount payable pursuant to Section 5.1(d) shall be made via wire transfer of immediately available funds within five (5) Business Days of after the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty Spinco Preliminary Closing Statement becomes a Spinco Final Closing Statement. Any payment (30or portion thereof) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion 5.1(d) shall be treated as an adjustment to the allocation of Special Dividend and/or the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative Additional Special Dividend (set forth in the written submissions if applicable) for Tax purposes, to the Independent Auditor) made extent permitted by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorapplicable Law.

Post-Closing Adjustment. (a) As soon promptly as reasonably practicable after the Closing (but in no event later than sixty (60) Business Days following the Closing Date), the Purchaser shall cause to be prepared and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver delivered to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations Parent the balance sheet of each of the Adjustment Amount, including calculations Sellers under the Acquisition Agreements as of the Closing Indebtedness Amount and close of business on the Closing Transaction ExpensesDate including only those items in the definition of Net Working Capital, prepared in accordance with GAAP consistently applied (except as the definition of Net Working Capital varies from GAAP, in which case the definition of Net Working Capital shall control) (the “Post-Closing Adjustment ScheduleDate Balance Sheet”), and a calculation based on the Closing Date Balance Sheet of the Closing Date Net Working Capital and the Adjustment Amount (the “Adjustment Amount Calculation”), specifying in reasonable detail such calculations. (i) Within thirty (30) Business Days after delivery to the Parent of the Closing Date Balance Sheet and the Adjustment Amount Calculation, the Parent shall have the right to furnish to the Purchaser a statement (the “Objection Notice”) setting forth in reasonable detail any objections it has to the Adjustment Amount Calculation. The Parent may object to the Adjustment Amount Calculation solely on the basis of computational errors or that it was not prepared in accordance with GAAP, as modified by the definition of Net Working Capital. If no Objection Notice is received by the Company Stockholder Representative Purchaser within such thirty (30) Business Day period or if the Parent notifies the Purchaser in writing that the Adjustment Amount Calculation is acceptable, then the Adjustment Amount Calculation shall disagree be deemed to have been accepted by the Parent and shall become final and binding upon the parties hereto. (ii) If within twenty (20) Business Days after the delivery of the Objection Notice, the Purchaser and the Parent are unable to agree to an Adjustment Amount and Adjustment Amount Calculation, they shall engage the Chicago, Illinois office of KPMG LLP or, if it is unable or unwilling to serve, another nationally recognized accounting firm mutually acceptable to the Purchaser and the Parent (the “Independent Firm”) to resolve any disputes regarding the Adjustment Amount or the Adjustment Amount Calculation. The Purchaser and the Parent will direct the Independent Firm to render a written determination within twenty (20) Business Days of its retention, and the Purchaser and the Parent and their respective agents will cooperate with the Independent Firm during its engagement. The Independent Firm will consider only those issues related to the Adjustment Amount or Adjustment Amount Calculation that the Purchaser and the Parent have been unable to resolve. The determination of the chosen Independent Firm will be conclusive and shall become final and binding upon the parties hereto and any calculations amounts owing as a result thereof shall be paid in accordance with subparagraph (b) below. The Parent and the Post-Closing Adjustment Schedule, it Purchaser shall notify Buyer each pay one half of the fees and expenses of such disagreement Independent Firm. (b) If the Adjustment Amount is a positive number, the Purchaser shall pay by wire transfer of immediately available funds to a bank account designated by the Parent to the Parent (or to such Seller as the Parent shall direct in writing writing) within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation final determination of the Adjustment Amount and in accordance with subparagraph (a) above the components thereofAdjustment Amount with simple interest from the Closing Date through the date of payment at the Applicable Interest Rate. If the Adjustment Amount is a negative number, the Parent shall pay or cause to be final, binding and conclusive for all purposes hereunder. In paid by wire transfer of immediately available funds to a bank account designated by the event any Dispute Notice is timely provided, Buyer and Purchaser to the Company shall promptly meet and attempt in good faith to resolve Purchaser within five (5) Business Days of the disputed item(s) and negotiate an agreed-upon final determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. Adjustment Amount in accordance with subparagraph (ba) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and above the Adjustment Amount as calculated by with simple interest from the Independent Auditor shall conclusive, final and binding on Closing Date through the parties hereto for all purposes hereunder. All fees and expenses date of payment at the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorApplicable Interest Rate.

Post-Closing Adjustment. (a) As soon as reasonably practicable Purchaser shall propose any changes to the Estimated Commercialization Agreement Payment Value set forth in the Preliminary Commercialization Agreement Payment Schedule by delivering to Seller a final statement (the “Final Commercialization Agreement Payment Statement”) setting forth Purchaser’s proposed good faith calculations of the Final Commercialization Agreement Payment Value and describing such proposed changes within thirty (30) days following the Closing Date, in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. Seller shall propose any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver changes to the Company Stockholder Representative Estimated Inventories Value set forth in the Preliminary Inventories Statement by delivering to Purchaser a schedule final statement (the “Final Inventories Statement”) setting forth, in reasonable detail, Bxxxxforth Seller’s proposed good faith calculations of the Final Inventories Value and describing such proposed changes within ten (10) days following the receipt of the Final Commercialization Agreement Payment Statement (the “Adjustment Deadline”), in each case including the components thereof and determined in a manner consistent with the definitions thereof and together with reasonable supporting back-up documentation. The Final Inventories Statement shall set forth Seller’s proposed good faith calculations of the Purchase Price, based on the Final Inventories Value set forth in the Final Inventories Statement and the Final Commercialization Agreement Payment Value set forth in the Final Commercialization Agreement Payment Statement. The Final Inventories Statement shall also set forth Seller’s proposed calculation of the amount by which the Purchase Price exceeds, or is less than, the Estimated Purchase Price (such amount, as finally determined in accordance with this Section 2.07, the “Final Adjustment Amount”). (b) The Parties shall be entitled to dispute the proposed adjustments to the Estimated Inventories Value and the Estimated Commercialization Agreement Payment Value, and the calculation of the Final Adjustment Amount, including calculations in each case, as set forth in the Final Inventories Statement if either Party delivers a written notice of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP such dispute (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”)) to the other Party within thirty (30) days after Purchaser’s timely receipt of the Final Inventories Statement. In The Dispute Notice shall describe the event that nature of any disagreement in reasonable detail and identify the Company Stockholder Representative specific line items involved and the dollar amount of each such disagreement. If either Party does not provide deliver a Dispute Notice on or prior to 5:00pm Eastern Time on within the Response Datetime period specified in this Section 2.07(b), the Post-Closing Adjustment Schedule as delivered by BuyerParties shall be deemed to have accepted and agreed with the Final Inventories Statement, including BuyerSeller’s calculation of the Final Adjustment Amount and the components thereof, Purchase Price shall be final, binding and conclusive on the Parties and the payment provided for all purposes hereunderin Section 2.08 shall be based on such amount. In For the event avoidance of doubt, any items on the Final Inventories Statement as to which either Party has not provided a reasonably detailed objection and provided an alternative calculation in the Dispute Notice delivered within the time period specified in this Section 2.07(b) shall be final, binding and conclusive on the Parties. (c) If a Dispute Notice is timely provideddelivered within the time period specified in Section 2.07(b), Buyer Purchaser and the Company Seller shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items disputes set forth in a the Dispute Notice remain unresolved after during the thirty (30) calendar days day period commencing on the date of receipt of such Dispute Notice (or such longer period as may be agreed between the Parties) (the “Negotiation Period”). (d) If Purchaser and Seller agree in writing prior to the expiration of the delivery Negotiation Period on the calculation of the Dispute NoticeFinal Inventories Value, the Final Commercialization Agreement Payment Value (or one or more components thereof), and the resulting Final Adjustment Amount (whether such remaining disagreements amount is the same as or different from the amount calculated based upon the Final Inventories Statement), the payment provided for in Section 2.08 shall be resolved by an based upon such agreed upon amount. (e) If Purchaser and Seller do not agree in writing prior to the expiration of the Negotiation Period on the Final Adjustment Amount, then Purchaser and Seller shall engage, and the remaining items in dispute that remain unresolved following the Negotiation Period (but no other matters) (the “Disputed Items”) shall be submitted immediately to, a nationally recognized independent accounting or financial consulting firm of recognized national standing to be mutually selected agreed upon by Seller and Purchaser (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorAccountant”). Each of Buyer , acting as an expert and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, not as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditoran arbitrator. The Independent Auditor Accountant shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which consider only the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor)Disputed Items. The Independent Auditor Accountant shall base its make a final determination solely on (i) as to each such Disputed Item, and the written submissions resulting amount of the parties Purchase Price and shall not conduct an independent investigation the Final Adjustment Amount in accordance with the guidelines and (ii) procedures set forth in this Agreement. The determination of value made by the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only Independent Accountant with respect to the remaining disagreements applicable Disputed Items submitted to the Independent AuditorAccountant (i) in order to shall not be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item items claimed by either party Purchaser or Seller or less than the smallest value for such item items claimed by either party Purchaser or Seller in the Final Inventories Statement or the Dispute Notice, as applicable and (ii) shall act as be based solely upon the written submissions of Purchaser and Seller and the terms of this Agreement, including the definitions set forth herein (and not upon an expert, not an arbitratorindependent review). Absent manifest error or fraud, the The determination of such disputed items by the Disputed Items submitted to the Independent Auditor shall be final, conclusive and binding on the partiesAccountant, and the calculation of the Final Inventories Value and Final Commercialization Agreement Payment Value based on such determination and, if applicable, any amounts finally agreed upon between the Parties pursuant to Section 2.07(b) and Section 2.07(d), together with a calculation of the Purchase Price and the Final Adjustment Amount as calculated by the Independent Auditor that results from such determination, shall conclusive, become final and binding on the parties hereto for all purposes hereunderParties on the date the Independent Accountant delivers its final resolution to the Parties of the Disputed Items submitted to the Independent Accountant, absent fraud or manifest error. All fees The terms of appointment and expenses engagement of the Independent Auditor relating Accountant shall be as agreed upon between Purchaser and Seller, and any associated engagement fees shall be borne based on the inverse of the percentage that the Independent Accountant’s determination bears to the worktotal amount of the total items in dispute as originally submitted to the Independent Accountant, if any, to which proportionate allocations shall also be performed determined by the Independent Auditor hereunder shall be borne pro rata as between Buyer, Accountant at the time it renders its determination on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation merits of the dollar value of the amounts matters in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesdispute. For example, if Buyer challenges should the calculation of any items underlying the calculation of Closing Transaction Expenses in the net dispute total in amount of to $1,000,000, 1,000 and the Independent Auditor determines that the Company has a valid claim that Accountant awards $400,000 600 in favor of the $1,000,000 claimed by Buyer do not constitute Closing Transaction ExpensesSeller, the Company Stockholder Representative shall bear then 60% of the fees costs of its review would be borne by Purchaser and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorcosts would be borne by Seller.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within seventy-five (75) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Seller Representative a schedule written statement (the “Buyer Statement”) setting forth, in reasonable detaildetail and with reasonable supporting information, BxxxxBuyer’s good faith calculations of the Adjustment Amount, including calculations calculation of the Closing Indebtedness Cash Consideration, including the Buyer’s calculation of the Closing Adjustment Amount and the Closing Transaction Expenses, prepared components thereof. Buyer shall prepare the Buyer Statement in accordance good faith and in a manner consistent with GAAP the terms of (including the definitions contained in) this Agreement. (b) Seller Representative shall have thirty (30) days from the date on which the Buyer Statement is delivered to Seller Representative (the “Post-Closing Adjustment ScheduleReview Period”)) to review the Buyer Statement. If Unless Seller Representative delivers written notice to the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (prior to 5:00 p.m. New York City time on the last day of such periodthe Review Period that it objects to any item or items shown or reflected in the Buyer Statement, the “Response Date”), setting forth and specifying in reasonable detail the particulars of item or items to which it objects and reasons therefor (such disagreement (item or items, the “Disputed Items” and, such notice, a the “Dispute Notice”), then the Buyer Statement shall be deemed accepted by Sellers for all purposes of this Agreement. In the event that the Company Stockholder Seller Representative does not provide delivers a Dispute Notice on or prior to 5:00pm Eastern Time 5:00 p.m. New York City time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation last day of the Adjustment Amount Review Period, then Seller Representative and the components thereofBuyer shall attempt in good faith to resolve each Disputed Item, and any resolution agreed to by them in writing shall be final, binding and conclusive for all purposes hereunderof determining the payments in Section 2.4(c). In the event that, for any Dispute Notice is timely providedreason, Seller Representative and Buyer and the Company shall promptly meet and attempt in good faith are unable to resolve the disputed item(sin writing each Disputed Item within fifteen (15) days (or such longer period as Seller Representative and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (bBuyer may agree in writing) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of following the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm the Parties will then retain the New York, New York office of recognized national standing to be mutually selected Xxxxx Xxxxxxxx LLP (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorAccountant”), and each unresolved Disputed Item shall be referred to the Independent Accountant. If any Disputed Item is referred to the Independent Accountant, each of Buyer, on the one hand, and Seller Representative, on the other hand, shall prepare separate written reports of each such Disputed Item and deliver such reports to the Independent Accountant within twenty (20) days after the date the Independent Accountant is retained. Each of the Parties shall use their respective commercially reasonable efforts to cause the Independent Accountant, acting as an expert, as soon as practicable and in any event, barring exceptional circumstances, within thirty (30) days after receiving such written reports, to determine the manner in which the Disputed Items shall be treated in the Buyer Statement; provided, however, that the dollar amount of each Disputed Item shall be determined within the range of dollar amounts proposed by the Buyer, on the one hand, and Seller Representative, on the other hand. The Parties acknowledge and agree that (i) the review by and determination of the Independent Accountant shall be limited only to the Disputed Items contained in the reports prepared and submitted to the Independent Accountant by the Parties and (ii) the determinations by the Independent Accountant shall be based solely on (1) such reports submitted by the Parties and the basis for their respective positions and (2) the terms of (including the definitions contained in) this Agreement. None of the Parties shall authorize the Independent Accountant to modify or amend any term or provision of this Agreement or modify items previously agreed in writing between the Parties. Each of Buyer and the Company Stockholder Seller Representative shall promptly provide (A) enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement and (B) use their respective assertions regarding commercially reasonable efforts to cooperate with and provide information and documentation, including work papers, to assist the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing Independent Accountant. Any such information or documentation provided by Buyer or Seller Representative to the Independent Auditor Accountant shall be concurrently delivered to such other Party, subject, in the case of independent accountant work papers, to such other Party entering into a customary confidentiality and release agreement with respect thereto. Neither Party shall disclose to each other as promptly as possible after the engagement Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the Independent Auditor. The Independent Auditor shall be instructed to render its determination Parties with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor)any Disputed Item. The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated determinations by the Independent Auditor Accountant as to the Disputed Items shall conclusivebe in writing and shall be an expert determination that is final, final binding and binding on the parties hereto conclusive for all purposes hereunderof determining the adjustments in Section 2.4(c), if any, and such determination may be entered and enforced in any court of competent jurisdiction. All fees The costs and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder Accountant shall be borne pro rata as allocated between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Sellers, on the other hand, in proportion to based on the allocation percentage which the portion of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions all Disputed Items submitted to the Independent Auditor) made by Accountant that are not resolved in favor of Seller Representative bears to the amount of all Disputed Items submitted to the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesAccountant. For As an illustrative example, if Buyer challenges Disputed Items asserting that the calculation of any items underlying Closing Cash Consideration should be increased by $1,000 are submitted to the calculation of Closing Transaction Expenses in the net amount of $1,000,000Independent Accountant, and the Independent Auditor Accountant finally determines that the Company has a valid claim that Closing Cash Consideration should be increased by $400,000 of 300, then the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees costs and expenses of the Independent Auditor Accountant shall be allocated 70% (subject i.e., $700/$1000) to the Company Stockholder Representative’s right Seller Representative and 30% (i.e., $300/$1,000) to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorBuyer.

Post-Closing Adjustment. (a) As soon as reasonably practicable following At least three (3) Business Days prior the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer the Seller Parties shall prepare and deliver provide to the Company Stockholder Representative Buyer a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations preliminary determination of the Adjustment Amount, including calculations projected Market Value of the Acceptable Financial Assets as of the Closing Indebtedness Amount and Date. (b) Within five (5) Business Days after the Closing Transaction ExpensesDate, prepared in accordance with GAAP the Seller Parties shall provide to the Buyer a final determination of the Market Value of the Acceptable Financial Assets as of the Closing Date (the “Post-Closing Adjustment ScheduleFinal Fair Market Value”). If the Company Stockholder Representative Final Fair Market Value exceeds $5,000,000, then the Buyer shall disagree with any calculations pay to the Seller Parties an amount equal to such excess, in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement immediately available funds by wire transfer to a bank account designated in writing by the Seller Parties. If the Final Fair Market Value is less than $5,000,000, then the Seller Parties shall pay to the Buyer an amount equal to such shortfall, in immediately available funds by wire transfer to a bank account designated in writing by the Buyer. Any payment due pursuant to this Section 2.5(b) shall be made within ten (10) Business Days after the Closing Date or, if a Dispute Notice is filed pursuant to Section 2.5(c), within five (5) Business Days after the resolution of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of disagreement described in such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). . (c) In the event that the Company Stockholder Representative does not Buyer disagrees with the Final Fair Market Value of the Acceptable Financial Assets, the Buyer shall provide a notice of such disagreement and the nature or reason therefor to the Seller Parties no later than three (3) Business Days after the delivery to the Buyer of such final determination (the “Dispute Notice,” and the date of its delivery, the “Dispute Notice on or prior Date”). The Seller Parties and the Buyer shall use their best efforts to 5:00pm Eastern Time resolve such disagreement by negotiation for five (5) Business Days following the Dispute Notice Date, and if no resolution is reached within such period, the dispute shall be jointly submitted by the Buyer and the Seller Parties to the Independent Accounting Firm on the Response Date, next Business Day following the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation expiration of such period. The Independent Accounting Firm shall make its determination of the Adjustment Amount and Fair Market Value of the components Acceptable Financial Assets as of the Closing Date within fifteen (15) Business Days after submission thereof, which determination shall be final, binding and conclusive for on all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”)Parties hereto. Each of Buyer and the Company Stockholder Representative Parties shall promptly provide their respective assertions regarding cooperate fully in assisting the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction ExpensesIndependent Accounting Firm, as applicableit may require or request, in writing to reach such determination and shall take all actions necessary to expedite and to cause the Independent Auditor and Accounting Firm to each other as promptly as possible after the engagement expedite such determination. Upon completion of the Independent AuditorAccounting Firm’s review, payment of any amount required pursuant to Section 2.5(b) shall be made by the Seller Parties or the Buyer, as the case may be, within five (5) Business Days after such determination. The Independent Auditor Seller Parties and the Buyer shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible each pay fifty percent (which the parties hereto agree should not be later than thirty (3050%) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All total fees and expenses of the Independent Auditor relating to the workAccounting Firm; provided, however, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata Accounting Firm makes its determination of the Fair Market Value of the Acceptable Financial Assets as between Buyerof the Closing Date and such determination is substantially the same as the value determined by one of the Parties, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on then the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative Party shall bear 60pay 100% of the total fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorAccounting Firm.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within seventy-five (75) days following the Closing Date, Buyer, at its sole cost and expense, shall in any event within sixty (60) calendar days thereof, Buyer shall good faith prepare and deliver to the Company Stockholder Holder Representative a schedule statement (“Buyer’s Closing Statement”) setting forth, in reasonable detail, Bxxxxforth Buyer’s good faith calculations of (a) Final Working Capital, (b) Final Company Transaction Expenses, (c) Final Indebtedness and (d) the Adjustment Amount, including calculations Excluded Payroll Accounts as of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared calculated in accordance with GAAP the Accounting Principles. The Holder Representative and its independent certified public accountants shall have forty-five (45) days following receipt to review Buyer’s Closing Statement and make inquiry of the “Postrepresentatives of Buyer’s accountants, subject to entry into customary non-Closing Adjustment Schedule”disclosure and non-reliance agreements to the extent required by such accountants, and Buyer, who shall reasonably cooperate with the Holder Representative (including by providing the Holder Representative or its agents access to financial accounts and underlying source documents). If The calculation regarding the Company Stockholder foregoing items (a) through (d) contained in Buyer’s Closing Statement shall be binding and conclusive upon, and deemed irrevocably accepted by, the Holder Representative unless the Holder Representative shall disagree with any calculations in the Posthave delivered to Buyer a written notice (a “Dispute Notice”) within forty-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (545) Business Days days after receipt of Buyer’s Closing Statement of any objections to the date Buyer delivers the Post-calculations set forth in Buyer’s Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting Statement. The Dispute Notice must set forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior basis for any objections to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s Closing Statement and the Holder Representative’s good faith calculation of the Adjustment Amount and disputed amounts (such disputed amounts, the components thereof, shall “Disputed Amounts”) in Buyer’s Closing Statement; provided that (i) such Disputed Amounts may only be final, binding and conclusive for all purposes hereunder. In based on mathematical errors or non-compliance with this Agreement (including the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(srelevant definitions) and negotiate an agreed-upon determination of (ii) the items relating to such dispute, and any such agreed-upon items Holder Representative shall be deemed to have been finally determined for agreed with all purposes of this Agreementitems and amounts included in the Buyer’s Closing Statement except the Disputed Amounts specifically disputed in a Dispute Notice. (b) In the event that any disputed items set forth in If a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing duly delivered pursuant to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firmSection 2.8.2(a), the “Independent Auditor”). Each of Holder Representative and Buyer and shall, during the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following such delivery, attempt to reach agreement on the day on which Disputed Amounts. Any such agreement shall be in writing and shall be final and binding upon the disagreement is Parties and the Sellers. If during such period, the Holder Representative and Purchaser are unable to reach such agreement, then all Disputed Amounts that cannot be resolved by them within thirty (30) days after receipt of a Dispute Notice pursuant to this Section 2.8.2(a) shall be referred to Ernst & Young LLP or another independent auditor mutually agreed by Buyer and the Independent Holder Representative (the “Disputes Auditor”) for decision, which decision shall be final and binding (it being agreed and understood that the Disputes Auditor shall act as an arbitrator to determine such disputed items or amounts and shall do so based solely on presentations and information provided by Buyer and the Holder Representative and not by independent review). The Independent In conducting its review, the Disputes Auditor shall base its determination solely on (i) consider only the written submissions of the parties Disputed Amounts and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest maximum value for such item claimed by either party or less than the smallest minimum value for such item claimed by either party and shall act as an expert, not an arbitratorparty. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses The scope of the Independent Auditor relating to the workdisputes, if any, to be performed resolved by the Independent Disputes Auditor hereunder shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the relevant definitions) and the Disputes Auditor is not to make any other determination. The Parties agree that they will request that the Disputes Auditor render its decision within thirty (30) days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. Each Party shall bear the fees and disbursements of their respective representatives incurred in connection with their preparation or review of the Disputed Amounts. The fees, costs and expenses of the Disputes Auditor shall be borne pro rata as between Buyer, on the one hand, by Buyer and the Company Stockholder Holder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor relative amount each such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesparty’s determination has been modified. For example, if Buyer the Holder Representative challenges the calculation of any items underlying Final Working Capital and claims that the calculation of Closing Transaction Expenses in Final Working Capital should increase by $100,000, but the net amount of $1,000,000, and the Independent Disputes Auditor determines that the Company has a valid claim that Final Working Capital should increase only by $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses60,000, the Company Stockholder Holder Representative shall bear 60% forty percent (40%) of the fees fees, costs and expenses of the Independent Disputes Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% other sixty percent (60%) of such fees and expenses. The date on which the Final Working Capital, the Final Company Transaction Expenses and Final Indebtedness are finally determined in accordance with Section 2.8.2(a) and this Section 2.8.2(b) is hereinafter referred to as the “Final Determination Date.” (c) If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), exceeds the Initial Merger Consideration, then the Sellers shall be entitled to such excess (the “Excess Consideration”) in accordance with Section 2.8.2(d). If the Final Merger Consideration calculated in the same manner as the Initial Merger Consideration, but using Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, each as finally determined pursuant to Sections 2.8.2(a) and 2.8.2(b), is less than the Initial Merger Consideration, then Buyer shall be entitled to such shortfall (the “Shortfall Consideration”) in accordance with Section 2.8.2(d). The Final Merger Consideration adjustment required hereby is referred to as the “Adjustment.” (d) If the Adjustment results in Shortfall Consideration, then within three (3) Business Days after the Final Determination Date, Buyer and the Holder Representative shall instruct the Escrow Agent to pay to Buyer out of the fees and expenses Adjustment Escrow Account an amount equal to the Shortfall Consideration; provided, that if the funds then available in the Adjustment Escrow Account are less than the Shortfall Consideration, then the excess of the Independent AuditorShortfall Consideration over the funds then available in the Adjustment Escrow Account shall be paid from the Indemnity Escrow Account to Buyer; provided, further, that if the Indemnity Escrow Account is depleted, under no circumstances shall Buyer be entitled to any further recovery. If the Adjustment results in Excess Consideration, then, within three (3) Business Days after the Final Determination Date, subject to Section 2.6.2(a), Buyer will pay the Excess Consideration to the Payment Agent and the Surviving Corporation, in accordance with Section 2.6.2(k), for further payment to the Sellers pursuant to the final sentence of Section 2.6.1. If, after all payments pursuant to this Section 2.8.2(d) have been made, there are funds remaining in the Adjustment Escrow Account, Buyer and the Holder Representative shall promptly instruct the Escrow Agent to release all such funds to the Payment Agent and the Surviving Corporation, in accordance with Section 2.6.2(k), for further payment to the Sellers pursuant to the final sentence of Section 2.6.1. Notwithstanding anything to the contrary herein, any amount payable under this Section 2.8.2(d) that is taxable as compensation shall be paid to the Surviving Corporation for distribution in accordance with Section 2.6.2(d), and any amounts distributable pursuant to this Section 2.8.2(d) shall be reduced, in the aggregate, by the employer portion of any applicable employment, payroll, social security, unemployment or similar Taxes (other than to the extent such Taxes have already been accounted for in the calculation of the Excluded Payroll Accounts, included as a Company Transaction Expense or otherwise resulted in a reduction in Final Merger Consideration pursuant to the terms of this Agreement).

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than Within thirty (30) days following the day on which Closing Date, Parent shall furnish the disagreement is referred Stockholders’ Representative with the Final Balance Sheet and the Statement of Closing Liabilities. (b) The Stockholders’ Representative shall have a period of twenty (20) days after receipt of the Final Balance Sheet to notify Parent of its election to review, at the expense of the Participating Holders, the computations set forth in the Final Balance Sheet and the Statement of Closing Liabilities. Prior to the Independent Auditorend of such twenty (20) day period, the Stockholders’ Representative shall notify Parent in writing of any disagreement the Stockholders’ Representative has with the Final Balance Sheet or the Statement of Closing Liabilities (a “Notice”). The Independent Auditor Any such Notice shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) specify in reasonable detail those items, components, amounts or calculations as to which the Stockholders’ Representative disagrees, the Stockholders’ Representative’s alternative items, components, amounts or calculations and the basis therefor, and attach any relevant supporting documentation. In the event a Notice is not provided to Parent by the Stockholders’ Representative during such twenty (20) day period, the Final Balance Sheet and the Statement of Closing Liabilities, and the Post-Closing Adjustment resulting therefrom, shall be deemed accepted by the Stockholders’ Representative and final and binding on the Parties hereto and the Participating Holders shall have no further right to disagree therewith. In the event that the Stockholders’ Representative shall provide a timely and valid Notice to Parent during such twenty (20) day period, Parent and the Stockholders’ Representative shall promptly (and in any event within thirty (30) days following the date upon which the Stockholders’ Representative delivers such Notice), attempt to make a joint determination of the Adjustment AmountPost-Closing Adjustments and such determination and any required adjustments resulting therefrom shall be final and binding on the Parties hereto. (c) In the event the Stockholders’ Representative and Parent shall be unable to agree upon a joint determination of the Post-Closing Adjustments within thirty (30) days after delivery by the Stockholders’ Representative of the Notice (or any mutually agreed upon extension of such period), then Parent and the Closing Indebtedness Amount and/or Stockholders’ Representative shall promptly submit the Closing Transaction Expenses requires adjustment (only with respect dispute to the remaining disagreements submitted Accounting Firm to make a final and binding determination of only those items, components, amounts or calculations of Merger Consideration, Final Net Working Capital and Final Closing Liabilities as to which the Independent Auditor) Stockholders’ Representative has disagreed in order the Notice validly and timely delivered and continues to be determineddisagree. In resolving any disputed item, the Independent Auditor may The Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either party Parent on the Final Balance Sheet or the Stockholders’ Representative on the Notice, or less than the smallest value for such item claimed by either party Parent on the Final Balance Sheet or the Stockholders’ Representative on the Notice. The Accounting Firm shall be acting as an arbitrator and not as an auditor and shall act decide only those issues as an expert, to which the Parties are not an arbitratorin agreement. Absent manifest error or fraud, Parent and the Stockholders’ Representative shall request that the Accounting Firm render its determination prior to the expiration of thirty (30) days after the dispute is submitted and such disputed items by Independent Auditor determination and any required adjustments resulting therefrom shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on all the parties hereto for all purposes hereunderParties hereto. All The fees and expenses of the Independent Auditor relating Accounting Firm shall be allocated to be paid by Parent and/or the Stockholders’ Representative (on behalf of the Participating Holders), respectively, based upon the percentage which the portion of the total amount contested and not awarded to such party bears to the worktotal amount contested, if any, to be performed as determined by the Independent Auditor hereunder Accounting Firm. (d) If the Final Net Working Capital as finally determined in accordance with the provisions of this Section 1.13 is less than the Estimated Net Working Capital, then Parent shall be borne pro rata have the right to offset the amount thereof against any portion of the Merger Consideration owed to the Participating Holders (as between Buyeran adjustment to the Merger Consideration), on including, without limitation, the one handEscrow Amount, and any interest accrued thereon. If the Company Stockholder Representative Final Net Working Capital as finally determined in accordance with the provisions of this Section 1.13 is greater than the Estimated Net Working Capital, within five (5) business days after such determination, subject to the payment provisions in Section 1.9 in the case of payments to holders of Company Stockholder RepresentativeOptions, Parent shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate received by Parent with respect to such payment: (i) with the Payments Administrator an amount of cash equal to the portion of the amount thereof payable to Participating Holders for whom the payment of such amount is not subject to wage or payroll tax withholding; and (ii) with the Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of the amount thereof payable to the Participating Holders for whom such payment is subject to wage or payroll tax withholding. (e) If the Indebtedness and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.13 exceed the Indebtedness and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, then Parent shall have the right to be indemnified by offset the Preamount thereof against any portion of the Merger Consideration owed to the Participating Holders (as an adjustment to the Merger Consideration), including, without limitation, the Escrow Amount, and any interest accrued thereon. If the Indebtedness and/or the Non-Reverse Split Company Stockholders and the Company Stockholders Ordinary Course Liabilities determined pursuant to this Section 3.9(d)1.13 are less than the Indebtedness and/or the Non-Ordinary Course Liabilities, if such expenses exceed the Representative Expense Fund)respectively, set forth on the other handEstimated Closing Balance Sheet, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative within five (set forth in the written submissions to the Independent Auditor5) made by the Independent Auditor business days after such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For exampledetermination, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the payment provisions in Section 1.9 in the case of payments to holders of Company Stockholder RepresentativeOptions, Parent shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate received by Parent with respect to such payment: (i) with the Payments Administrator an amount of cash equal to the portion of the amount of such surplus payable to Participating Holders for whom the payment of such amount is not subject to wage or payroll tax withholding; and (ii) with the Surviving Corporation’s right (or other Affiliate’s) payroll agent an amount of cash equal to be indemnified by the Pre-Reverse Split Company Stockholders portion of such surplus payable to the Participating Holders for whom such payment is subject to wage or payroll tax withholding. (f) Parent and the Company Stockholders pursuant to Section 3.9(dStockholders’ Representative shall effect the net result of the adjustments described in Sections 1.13(d) and (e), if such expenses exceed which shall be referred to collectively as the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor“Post-Closing Adjustment.”

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within 120 days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative Seller a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations balance sheet of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, Business prepared in accordance with GAAP and consistent with the policies and practices of Seller in the preparation of the Balance Sheets to the extent consistent with GAAP and a statement setting forth Buyer’s good faith calculations (“Buyer’s Proposed Calculations”) of the Closing Working Capital, the Closing Working Capital Adjustment, and the Purchase Price Adjustment based on such amounts. (b) If Seller does not object to the Buyer’s Proposed Calculations by written notice of objection (the “Post-Closing Adjustment ScheduleNotice of Objection”). If ) delivered to Buyer within 30 days after Seller’s receipt of Buyer’s Proposed Calculations, the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days calculation of the date Buyer delivers Closing Working Capital Adjustment and the Post-Closing Purchase Price Adjustment Schedule (the last day pursuant to Buyer’s Proposed Calculations shall be deemed final and binding. A Notice of such period, the “Response Date”), setting Objection under this Section 2.6(b) shall set forth in reasonable detail Seller’s alternative calculations of the particulars Closing Working Capital, the Closing Working Capital Adjustment, and the Purchase Price Adjustment, in each case calculated based on such amounts. (c) If Seller delivers a Notice of such disagreement (such noticeObjection to Buyer within the 30-day period referred to in Section 2.6(b), a “Dispute Notice”). In the event then any element of Buyer’s Proposed Calculations that the Company Stockholder Representative does is not provide a Dispute Notice on or prior to 5:00pm Eastern Time in dispute on the Response Datedate such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, “Disputed Amounts”) shall be final, binding resolved as set forth in this Section 2.6(c): (i) Seller and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt endeavor in good faith to resolve the disputed item(sDisputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within ten Business Days (or such longer period as may be agreed by Seller and Buyer) after the date of receipt by Buyer of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to PricewaterhouseCoopers LLP (the “Arbitrator”). (ii) Seller and negotiate Buyer shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.6(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final and binding upon each party hereto and the decision of the Arbitrator shall constitute an agreedarbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Purchase Price Adjustment shall be calculated based on (A) each element of Buyer’s Proposed Calculations that is not in dispute and (B) the final determination of the items relating Arbitrator with respect to such disputethe Disputed Amounts, and any such agreed-upon items the Purchase Price Adjustment, as so calculated, shall be deemed to have been finally determined for all purposes of this Agreementbe final and binding. (biv) In If Seller and Buyer submit any Disputed Amounts to the event Arbitrator for resolution, Seller and Buyer shall each pay their own costs and expenses incurred under this Section 2.6(c). Seller shall be responsible for that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days fraction of the delivery fees and costs of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm Arbitrator where (x) the numerator is the absolute value of recognized national standing the difference between Seller’s position with respect to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx the Purchase Price Adjustment and the Company Stockholder Representative (such firm, Purchase Price Adjustment as calculated based on the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its Arbitrator’s final determination with respect to such disagreements as soon as reasonably possible the Disputed Amounts and (which y) the parties hereto agree should not be later than thirty (30) days following denominator is the day on which absolute value of the disagreement is referred difference between Seller’s position with respect to the Independent AuditorPurchase Price Adjustment and Buyer’s position with respect to the Purchase Price Adjustment, and Buyer shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based on the provisions of this Section 2.6(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.6(a). The Independent Auditor Arbitrator shall base its determination solely on (iA) the written submissions of the parties and shall not conduct an independent investigation and (iiB) the extent (if any) to which the any of Closing Working Capital Adjustment and the Purchase Price Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires require adjustment (only with respect to the remaining disagreements submitted to the Independent AuditorArbitrator) in order to be determined. In resolving any disputed itemdetermined in accordance with this Agreement, the Independent Auditor may Accounting Principles and Exhibit A and, with respect to each Disputed Amount, the Arbitrator’s determination, if not assign a value to any item greater than in accordance with the greatest value for such item claimed by position of either party Buyer or Seller, shall not be in excess of the higher, nor less than the smallest value for such item claimed by either party and shall act as an expertlower, not an arbitrator. Absent manifest error of the amounts presented in Buyer’s calculation of the Purchase Price Adjustment pursuant to Section 2.6(a) or fraud, in the determination Seller’s Notice of such disputed items by Independent Auditor shall be final, conclusive and binding on Objection pursuant to Section 2.6(b). (d) The term “Final Purchase Price Adjustment” means the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders Purchase Price Adjustment calculated pursuant to Section 3.9(d2.6(b) or 2.6(c), as the case may be. The term “Final Purchase Price” means the Initial Purchase Price, plus the Final Purchase Price Adjustment, if such expenses exceed amount is a positive number, or minus the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar absolute value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d)Final Purchase Price Adjustment, if such expenses exceed amount is a negative number. The Final Purchase Price Adjustment shall be treated as an adjustment to the Representative Expense Fund) purchase price for federal, state, territory, local and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorforeign income Tax purposes, unless otherwise required by applicable Law.

Post-Closing Adjustment. (ai) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Purchaser shall prepare and deliver to Peanuts Seller within ninety (90) calendar days following the Company Stockholder Representative Closing Date a schedule statement setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations forth its calculation of the Closing Indebtedness Amount and Working Capital, which statement shall contain a balance sheet of the Peanuts Business as of the Closing Transaction ExpensesDate (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”). The Closing Date Statement shall be prepared using the same accounting methods, prepared practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used to calculate the Estimated Working Capital and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) If Peanuts Seller does not notify Purchaser in writing within forty-five (45) calendar days after Peanuts Seller’s receipt of the Closing Date Statement that it disputes any of the information or calculations provided to Peanuts Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Peanuts Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Peanuts Seller may, within forty-five (45) calendar days after delivery of such statement to it, deliver a written notice to Purchaser stating the existence and nature of such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Peanuts Seller disagrees. If such notice of disagreement is delivered, the parties shall use their reasonable best efforts to reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such period, then the issues in dispute will be submitted to a mutually agreed firm of nationally recognized independent certified public accountants (the “Accountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Closing Adjustment in an amount higher than the Closing Adjustment proposed by Peanuts Seller or an amount lower than the Closing Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with GAAP the provisions of this Section 3.2 shall be conclusive and binding on the parties. Peanuts Seller and Purchaser shall each pay one-half of the fees and expenses charged by the Accountants. (iii) If there is a Working Capital Deficiency (as determined pursuant to Section 3.2(b)(ii)), on a net basis after taking into account the “Post-Closing Adjustment Schedule”). If Working Capital determined under the Company Stockholder Representative Strawberry Shortcake Transaction Agreement, Peanuts Seller shall disagree with any calculations in pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, the Post-Closing Adjustment Schedule, it shall notify Buyer amount of such disagreement in writing Working Capital Deficiency within five (5) Business Days of after the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon final determination of the items relating Closing Working Capital made in accordance with Section 3.2(b)(ii). If there is a Working Capital Excess (as determined pursuant to Section 3.2(b)(ii)), on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Purchaser shall pay to Peanuts Seller by wire transfer of immediately available funds to an account designated by Peanuts Seller, the amount of such dispute, and any such agreed-upon items shall be deemed to have Working Capital Excess within five (5) Business Days after the final determination of the Closing Working Capital made in accordance with Section 3.2(b)(ii). *** Confidential treatment has been finally determined requested for all purposes redacted portions of this Agreement. (b) In exhibit. This copy omits the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (information subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the allocation of the dollar value of the amounts in dispute as between Buyer Securities and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorExchange Commission.

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after 2.4.1 Within thirty (30) calendar days after the date ICF receives the Interim Financial Statements from Parent, Purchaser shall deliver to Seller a statement setting forth Purchaser’s calculation of the delivery Final Working Capital as of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected Closing Date (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorSettlement Statement”). Each For purposes of Buyer this statement, Final Working Capital shall be determined and the Company Stockholder Representative shall promptly provide their respective assertions prepared in accordance with GAAP, subject to Section 5.8(k) regarding the Adjustment Amount2009 MIP Accrual. 2.4.2 Unless Seller notifies Purchaser in writing, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than within thirty (30) calendar days after receipt of the Settlement Statement, that Seller objects to the computation contained therein, specifying in detail the basis for such objection (the “Objection Notice”), Purchaser’s calculations set forth in the Settlement Statement shall be binding upon the parties. The calculation set forth in the Settlement Statement shall not be disputed as to accounting principles, procedures or methodologies so long as the principles, procedures and methodologies used to compute it are consistent with GAAP, subject to Section 5.8(k) regarding the 2009 MIP Accrual. For thirty (30) calendar days following Purchaser’s receipt of any Objection Notice, the day on which parties shall, in good faith, negotiate to resolve all objections set forth in the disagreement Objection Notice, and any such resolutions shall be incorporated by Purchaser into the Settlement Statement. If Purchaser and Seller are unable to resolve all objections set forth in the Objection Notice within thirty (30) calendar days following Purchaser’s receipt of the Objection Notice (or within such extended time period as is mutually agreed to by the parties), unresolved objections shall be referred for a final determination of such unresolved objections (but only such matters) to an accounting firm mutually acceptable to Purchaser and Seller, in each case acting reasonably (the Independent Auditor“Accounting Firm”). The Independent Auditor Purchaser and Seller shall base its instruct the Accounting Firm to make final determination solely on (i) the written submissions of the parties disputed items in accordance with the guidelines and procedures set forth in this Agreement. Purchaser and Seller shall cooperate with the Accounting Firm during the term of its engagement (including by executing an engagement letter in customary form with the Accounting Firm reflecting the terms of this Agreement and any other customary provisions mutually agreed upon by Purchaser and Seller). Purchaser and Seller shall instruct the Accounting Firm not conduct an independent investigation to, and (ii) the extent (if any) to which the any of the Adjustment AmountAccounting Firm shall not, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item in dispute greater than the greatest value for such item claimed assigned by either party Purchaser, on the one hand, or Seller, on the other hand, or less than the smallest value for such item claimed assigned by either party Purchaser, on the one hand, or Seller on the other hand. Purchaser and Seller shall act as an expertalso instruct the Accounting Firm to make its determination based solely on presentations by Purchaser and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, basis of an independent review). The Settlement Statement and the Adjustment Amount as calculated by the Independent Auditor resulting calculation of Final Working Capital shall conclusive, become final and binding on the parties hereto for all purposes hereunderon the date the Accounting Firm delivers its final resolution in writing to Purchaser and Seller (which final resolution shall be requested by the parties to be delivered not more than forty-five (45) calendar days following submission of such disputed matters), and such resolution by the Accounting Firm shall not be subject to court review or otherwise appealable. All The fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder Accounting Firm shall be borne pro rata as between Buyerpaid by Seller, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), Purchaser on the other hand, in proportion based on the ratio of the disputed amount not awarded to such Person to the allocation of the dollar value of the amounts in dispute as between Buyer total amount actually disputed by Seller and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesPurchaser. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net aggregate amount of disputed by Seller is $1,000,0001,000, and if Purchaser contests only $500 of the Independent Auditor determines amount disputed by Seller, and if the Accounting Firm ultimately resolves the dispute by finding that the Company has a valid claim that Seller properly disputed $400,000 300 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses500, the Company Stockholder Representative shall bear 60% of then the fees and expenses of the Independent Auditor Accounting Firm will be paid 60% (subject i.e., 300 divided by 500) by Purchaser and 40% (i.e., 200 divided by 500) by Seller. The parties agree that, from and after the Closing, the provisions of this Section 2.4.2 and the arbitration provisions contemplated hereby shall be the exclusive remedy and exclusive forum of the parties with respect to the Company Stockholder Representative’s right determination of Final Working Capital. 2.4.3 Seller and Purchaser shall provide the other and their Representatives with reasonable access during normal working hours to be indemnified by the Pre-Reverse Split Company Stockholders employees, books, records and other supporting information and documents as reasonably requested in connection with the Company Stockholders preparation and review of the Settlement Statement and any objections thereto. 2.4.4 In the event an Excess Amount exists, Purchaser shall remit the Excess Amount to Seller pursuant to Section 3.9(d)2.4.5, if such expenses exceed and Purchaser and Seller shall promptly (but in any event within three (3) Business Days) direct TD Bank, in accordance with the Representative Expense Fund) and Buyer shall bear the remaining 40% terms of the fees TD Escrow Agreement, to remit to Seller the entire Working Capital Escrow. In the event a Shortfall Amount exists and expenses is less than the Working Capital Escrow, Purchaser and Seller shall promptly (but in any event within three (3) Business Days) direct TD Bank, in accordance with the terms of the Independent AuditorTD Escrow Agreement, to remit (i) an amount equal to the Shortfall Amount from the Working Capital Escrow to Purchaser, and (ii) the remainder of the Working Capital Escrow to Seller. In the event a Shortfall Amount exists and exceeds the Working Capital Escrow, Purchaser and Seller shall promptly (but in any event within three (3) Business Days) direct TD Bank, in accordance with the terms of the TD Escrow Agreement, to remit the entire Working Capital Escrow to Purchaser, and Seller shall remit to Purchaser an amount equal to such difference pursuant to Section 2.4.5. 2.4.5 Any payment required to be made by Purchaser or Seller under Section 2.4.4 shall be paid in accordance with the instructions of the appropriate recipient (i) within the lesser of thirty-five (35) calendar days after delivery by Purchaser of the Settlement Statement, or five (5) calendar days after Seller notifies Purchaser that it does not object to the amounts set forth on the Settlement Statement; or (ii) if Seller shall have delivered an Objection Notice to Purchaser, within five (5) calendar days following final determination of the disputed items pursuant to Section 2.4.2.

Post-Closing Adjustment. (ai) The Merger Consideration paid at Closing has been determined based on the Company's estimate of the net book value of the consolidated assets and liabilities of Target1, Target 2, Target 3 and Target4 related to the retail stores listed on Schedule 6.13 as set forth on Schedule 4.3 hereto (the "Opening Balance Sheet"). (ii) As soon as reasonably practicable following after the Closing Date, Date and in any event within sixty (60) calendar days thereofthereafter, Buyer shall prepare and deliver to the Company Stockholder Representative shall cause Arthxx Xxxexxxx XXX, the independent public accountants of the Company, to prepare a schedule setting forthpost-closing report which shall set forth the actual net book value of the consolidated assets and liabilities of Target1, Target2, Target3 and Target4 contained in the Opening Balance Sheet, in reasonable detailsubstantially the same form as the Opening Balance Sheet (the "Post-Closing Report"); provided, Bxxxx’s good faith calculations however, that the net book value of goodwill shall be valued for all purposes under this Agreement at the Adjustment Amountvalue reflected in the Opening Balance Sheet. Such Post-Closing Report shall be prepared in accordance with generally accepted accounting principles consistently applied by the Company ("GAAP") (for the purposes of this paragraph, including calculations of the said Post-Closing Indebtedness Amount and the Closing Transaction Expenses, Report shall not be deemed to have been prepared in accordance with GAAP (if an adjustment thereto otherwise indicated by GAAP is not made on the “Post-Closing Adjustment Schedule”). If basis that the Company Stockholder Representative shall disagree with any calculations in amounts involved are not material to the Post-Closing Adjustment ScheduleReport taken as a whole, it shall notify Buyer unless any single such adjustment involves less than Two Thousand Five Hundred Dollars ($2,500) and all such adjustments in the aggregate involve less than Two Thousand Five Hundred Dollars ($2,500). Parent and its representatives may participate in the preparation of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day Report. The Post-Closing Report shall be submitted to each of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that Parent and the Company Stockholder Representative does for their approval, which shall not provide a Dispute Notice on or prior to 5:00pm Eastern Time on be unreasonably withheld, within 20 days following submission by the Response Date, accountants. Parent and the Company shall each bear one-half of the costs incurred in connection with the preparation of the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation Report and each of Parent and Company shall bear their respective expenses incurred in connection with their review of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreedPost-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this AgreementClosing Report. (biii) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days either or both of the delivery of Company and Parent shall object to the Dispute NoticePost-Closing Report within the twenty (20) day period following submission thereof, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx Parent and the Company Stockholder Representative shall submit such dispute to independent accountants selected by Arthxx Xxxexxxx XXX (such firm, the “"Independent Auditor”Accountants"). Each of Buyer Parent and the Company Stockholder Representative shall promptly provide use their respective assertions best efforts to cause the Independent Accountants to resolve any and all disputes regarding the Adjustment Amount, the Post-Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements Report as soon as reasonably possible (which the parties hereto agree should not be later is practicable, but in no event more than thirty (30) days following the day on which the disagreement is referred submission of such dispute to the Independent Auditor)Accountants. The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination resolution of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, dispute and the Adjustment Amount as calculated Post-Closing Report prepared by the Independent Auditor Accountants shall conclusive, final and be binding on upon the parties hereto for all purposes hereunderhereto, absent fraud or arithmetic error. All fees The cost of such resolution and expenses of the Independent Auditor relating to the work, if any, to preparation shall be performed shared equally by the Independent Auditor hereunder shall be borne pro rata as between BuyerCompany, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Parent, on the other hand. (iv) Within five (5) business days after the preparation and approval of the Post-Closing Report pursuant to this Section 3.2, in proportion to the allocation event that the Post-Closing Report shall establish a net book value for any of the dollar value items reflected in the Opening Balance Sheet (other than goodwill) of the amounts in dispute as between Buyer and the Company Stockholder Representative (more or less than set forth in the written submissions Opening Balance Sheet (the "Adjustment"), and such Adjustment exceeds $250,000.00 in the aggregate, (X) the principal amount owing under the Note shall be increased or decreased, without further action by the parties, by an amount equal to (1) the Adjustment plus or minus (2) an amount equal to the Independent Auditor) made by the Independent Auditor such that the party prevailing interest actually paid or payable on the Adjustment during the period from the Closing Date to and including the date the Post-Closing Report is approved (the "Adjustment Amount"), and (Y) in the event the amount of any negative Adjustment is greater dollar value of such disputes pays than the lesser proportion principal amount of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction ExpensesNote, the Company Stockholder Representative shall bear 60% pay to Parent in cash the difference between the Adjustment Amount and the principal amount of the fees Note and expenses the Note shall be canceled and be of no further force or effect. The parties hereby agree that in the event the principal amount of the Independent Auditor (subject Note is increased or decreased pursuant to this Section 3.2, the Note shall be surrendered by the Company to the Company Stockholder Representative’s right to Parent and a replacement note, substantially in the same form as the Note, shall be indemnified by the Pre-Reverse Split Company Stockholders executed and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditordelivered in lieu thereof.

Post-Closing Adjustment. (a) As soon The parties agree that no later than 75 days after the Closing (or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of Purchaser and the Company with their obligations set forth in next two succeeding sentences), the Company shall deliver to Purchaser, in the form received by the Company from Gannett (i) a statement of the actual Net Financial Assets as of 11:59 p.m., New York City time, of the day immediately preceding the Closing Date (the "Closing Statement") certified by PriceWaterhouseCoopers L.L.P., independent accountants for Gannett, to be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule to the Gannett Purchase Agreement) in conformity with GAAP and on a basis consistent with the basis used in preparing the Unaudited Financial Statements as of, and for the year ended, December 27, 1997 referred to in Section 3.5 of the Gannett Purchase Agreement and (ii) a determination (the "Proposed Adjustment") of the amount by which the actual Net Financial Assets is less than or greater than the Estimated Net Financial Assets (the amount of such excess or shortfall is referred to herein as the "Adjustment"). Purchaser shall provide the Company and Gannett, and Gannett's independent accountants, access at all reasonable times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company and Gannett, and Gannett's independent accountants, in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the Business's books as of the Closing, the preparation of schedules supporting the amounts set forth in the general ledger and other books and records of the Business, and such other assistance as the Company, Gannett or Gannett's independent accountants may reasonably practicable request. During the 25-day period following the delivery by the Company of the Closing DateStatement and the Proposed Adjustment referred to in the first sentence of this Section 2.3(a), Purchaser and in any event within sixty (60) calendar days thereof, Buyer shall prepare its independent accountants will be permitted to review the working papers of Gannett and deliver its independent accountants relating to the preparation of the Closing Statement and the Proposed Adjustment to the same extent as such working papers have been made available to the Company Stockholder Representative a schedule setting forthby Gannett pursuant to the Gannett Purchase Agreement. If, in reasonable detail, Bxxxx’s good faith calculations of within 25 days after delivery by the Adjustment Amount, including calculations Company of the Closing Indebtedness Amount Statement and the Closing Transaction ExpensesProposed Adjustment, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If Purchaser notifies the Company Stockholder Representative that it disagrees with the Closing Statement and the Proposed Adjustment, the Company shall disagree attempt to resolve the disagreement with any calculations Gannett. In the event the Company, Gannett and Purchaser cannot agree with respect to the Closing Statement and the Proposed Adjustment within five days of the notice of disagreement provided by Purchaser to the Company (a "WOKR Dispute"), then the Company shall seek an Accounting Firm Determination as defined in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”)Gannett Purchase Agreement. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the Company Stockholder Representative does not provide a Dispute Notice on or prior applicable period) the Purchaser agrees to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation amount of the Adjustment Amount without submitting the matter for an Accounting Firm Determination (an "Adjustment Agreement"), the parties shall deliver a joint certificate to the Adjustment Escrow Agent setting forth the amount of the Adjustment Escrow to be paid to each of the Purchaser and the components thereof, shall be final, binding and conclusive for all purposes hereunderCompany pursuant to this Section 2.3. In the event of an Accounting Firm Determination of a WOKR Dispute, the parties shall deliver a certificate to the Adjustment Escrow Agent setting forth the amount (if any) by which the Actual Net Financial Assets (as defined below) exceeds or is less than the Estimated Net Financial Assets. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, as definitively determined pursuant to this Section 2.3(a) is referred to herein as the "Actual Net Financial Assets." (b) At the Closing, the Company, Purchaser and such financial institution as shall have been agreed by the parties prior to the Closing Date (together with any Dispute Notice successor jointly appointed by the Company and the Purchaser, the "Adjustment Escrow Agent") shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit C to the Gannett Purchase Agreement, with such adjustments and revisions necessary to reflect the provisions of this Agreement (the "Adjustment Escrow Agreement'). From and after the Closing, the Adjustment Escrow Agent shall act as escrow agent, pursuant to the Adjustment Escrow Agreement, in effecting the payment of the amounts held in the Adjustment Escrow as set forth herein. (c) As soon as practicable after the earlier of an Adjustment Agreement or an Accounting Firm Determination (but in any event within two Business Days after the Adjustment Agreement or the Accounting Firm Determination): (i) if the Actual Net Financial Assets is timely providedequal to or greater than the Estimated Net Financial Assets, Buyer then: (A) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) Purchaser shall pay to the Company the amount by which the Actual Net Financial Assets exceeds the Estimated Net Financial Assets; (ii) if the Actual Net Financial Assets is less than the Estimated Net Financial Assets but the amount of such shortfall does not exceed $3 million, when aggregated with any such shortfall under the Gannett Purchase Agreement, then (A) the Adjustment Escrow Agent shall pay to Purchaser from the Adjustment Escrow an amount equal to the amount by which the Estimated Net Financial Assets exceeded the Actual Net Financial Assets, and (B) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the remaining amount of the Adjustment Escrow (after giving effect to clause (A) above); and (iii) if the Actual Net Financial Assets is less than the Estimated Net Financial Assets and the amount of such shortfall exceeds $3 million, when aggregated with any such shortfall under the Gannett Purchase Agreement, then (A) the Adjustment Escrow Agent shall pay to Purchaser from the Adjustment Escrow the full amount of the Adjustment Escrow, and (B) the Security Escrow Agent shall pay to the Purchaser from the Security Escrow an amount equal to the amount by which (x) the Estimated Net Financial Assets exceeds (y) the Actual Net Financial Assets plus $1,209,600. Each of Purchaser and the Company shall promptly meet and attempt in good faith timely give all necessary instructions to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx Adjustment Escrow Agent and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding Security Agent so that the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as Escrow and (if applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties Security Escrow are paid and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only distributed in accordance with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.this

Post-Closing Adjustment. (a) As soon as reasonably practicable following and in any event prior to the 30th day after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver Seller will cause to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, be prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedulewriting and delivered to Buyer, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), a statement setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including BuyerSeller’s calculation of the Adjustment Amount Final Inventory Amount, certified by a proper officer of Seller to be true and the components thereofcorrect, shall be final, binding based on a physical inspection and conclusive for count of all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating consumables, inventories and spare parts designated for the Vessels, whether onboard or ashore (the “Inventory”). Seller shall provide to such disputeBuyer invoices or other documentation in reasonable detail to support its calculation of the Final Inventory Amount. Buyer will permit representatives of Seller to have full access at all reasonable times, and any in a manner so as not to interfere with the normal business operations of Buyer, to all Vessels, premises, properties, personnel, books, records and documents related to Seller’s preparation of its statement setting forth Seller’s calculation of the Final Inventory Amount, and will furnish copies of all such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementbooks, records and documents as Seller may reasonably request. (b) In The statement of the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar Final Inventory Amount will be final and binding on Buyer and Seller unless, within 30 days of following the delivery of the Dispute Noticestatement setting forth Seller’s calculation of the Final Inventory Amount, Buyer notifies Seller in writing that Buyer does not accept as correct the Final Inventory Amount set forth on such remaining disagreements statement. Any objection made by Buyer shall be resolved accompanied by materials showing in reasonable detail Buyer’s support for its determination of the Final Inventory Amount. If Buyer timely delivers an independent accounting or financial consulting firm objection notice respecting the Final Inventory Amount, Buyer and Seller shall meet promptly to resolve any differences in their respective calculations of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”)Final Inventory Amount. Each Party may revise its calculations of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Final Inventory Amount and/or the Closing Transaction Expenses, as applicable, by providing such Final Inventory Amount in writing to the Independent Auditor and other Party prior to each other as promptly as possible after submitting such matter to arbitration under Section 1.4(c). If the engagement parties are unable to agree upon the same dollar value of the Independent AuditorFinal Inventory Amount within 15 days following Seller’s receipt of Buyer’s objection notice, Buyer or Seller may submit the matter to be resolved through the procedure described below in Section 1.4(c). (c) After 15 days following Seller’s receipt of Buyer’s objection pursuant to Section 1.4(b), Buyer or Seller may refer a controversy or claim concerning the Final Inventory Amount to the CPA Firm. The Independent Auditor CPA Firm shall be instructed required to render its determination with respect to such disagreements as soon as reasonably possible (which adopt the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Final Inventory Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent AuditorCPA Firm by either Buyer or Seller (and such Final Inventory Amount submitted by Buyer and Seller must be the same as those each Party furnished to the other before the controversy was submitted to resolution under this Section 1.4(c)) in order within 30 days following receipt of Buyer’s or Seller’s referral (and the CPA Firm shall have no power whatsoever to be determined. In resolving reach any disputed itemother result), and, subject to the foregoing restriction, the Independent Auditor may not assign a value CPA Firm shall adopt the resolution that in its judgment is the more fair, equitable and in conformity with this Agreement. If at any time the parties resolve their dispute after referral to any item greater than the greatest value for such item claimed by either party or less than CPA Firm, then notwithstanding the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraudpreceding provisions of this Section 1.4(c), the determination of such disputed items by Independent Auditor CPA Firm’s involvement promptly shall be final, conclusive and binding on the parties, discontinued and the Adjustment Final Inventory Amount as calculated by the Independent Auditor shall conclusivebe revised, if necessary, to reflect such resolution and thereupon shall be final and binding on the parties hereto for Seller and Buyer. The losing Party shall bear all purposes hereunder. All fees costs and expenses of the Independent Auditor relating to CPA Firm incurred in resolving the workdispute; provided, however, that if any, to be performed the amount is determined by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation agreement of the dollar value parties following the designation of the amounts in dispute as between Buyer and CPA Firm, the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation parties each shall pay one-half of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees costs and expenses of the Independent Auditor CPA Firm already designated. The determination and decision of the CPA Firm shall be final and nonappealable and shall be valid and binding upon Buyer and Seller and their successors and assigns and may be enforced in any court of competent jurisdiction. (subject d) To the extent that the Final Inventory Amount differs from the Initial Inventory Amount, the Purchase Price will be adjusted, upward or downward, on a dollar-for-dollar basis, to reflect such difference. If the Final Inventory Amount is greater than the Initial Inventory Amount, the Buyer will deliver to Seller, within 5 days of the Final Inventory Amount becoming final hereunder, an amount equal to the Company Stockholder Representative’s right Final Inventory Amount less the Initial Inventory Amount. If the Initial Inventory Amount is greater than the Final Inventory Amount, Seller will refund to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d)Buyer, if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% within 5 days of the fees and expenses of Final Inventory Amount becoming final, an amount equal to the Independent Auditor.Initial Inventory Amount less the Final Inventory Amount

Post-Closing Adjustment. 4.1 Calculation of the Actual Assets Amount (a) As soon as reasonably practicable following By no later than April 10, 2014, the Closing Date, Seller shall provide the final value amount (book value in JPY under JAPAN-GAAP which the Seller complies with) and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations final quantities of the Adjustment AmountAssets and reasonable supporting documents (other than cash) as of March 31, including calculations 2014 (for WIP, raw materials and spare parts, as of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP 8:30 AM (Japan Time); (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response DateActual Assets Amount”), setting forth and shall notify the amount with the reasonable supporting documents to the Purchaser in reasonable detail writing thereof. The Purchaser shall cooperate in order to enable the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior Seller to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementfinalize its calculation. (b) In If the event that Purchaser agrees on the amount notified by the Seller (the “Notified Assets Amount”), or does not notify any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar proposal to modify the Notified Assets Amount to the Seller within 10 business days from the receipt of the delivery of notification from the Dispute NoticeSeller (the “Seller’s Notification”), such remaining disagreements the Notified Assets Amount shall be resolved by an independent accounting or financial consulting firm of recognized national standing the Actual Assets Amount. (c) If the Purchaser has a proposal to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and modify the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Notified Assets Amount, the Closing Indebtedness Amount and/or Purchaser shall notify the Closing Transaction Expenses, as applicable, proposal to the Seller in writing within 10 business days from the receipt of the Seller’s Notification, and shall have good faith discussions to determine the amount with the Seller. If the Parties do not agree on the amount within 30 calendar days from the receipt of the Seller’s Notification, a reputable accounting firm determined by the Parties shall review the Notified Assets Amount and determine the Actual Assets Amount. The costs and expenses to be paid to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor accounting firm shall be instructed equally borne by the Parties. 4.2 If the amount obtained by deducting the Estimated Assets Amount from the Actual Assets Amount is a positive figure, the Purchaser shall pay to render its determination with respect the Seller an amount equal to such disagreements difference as soon as reasonably possible (which an increase in consideration for the parties hereto agree should not be later than thirty (30) Transferred Business, within 30 calendar days following from the day date on which the disagreement Actual Assets Amount is referred determined in accordance with Section 4.1 (b) or (c). 4.3 If the amount obtained by deducting the Estimated Assets Amount from the Actual Assets Amount is a negative figure, the Seller shall pay to the Independent Auditor). The Independent Auditor shall base its determination solely Purchaser an amount equal to such difference as a reduction from the consideration for the Transferred Business, within 30 calendar days from the date on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Actual Assets Amount and/or the Closing Transaction Expenses requires adjustment is determined in accordance with Section 4.1 (only with respect to the remaining disagreements submitted to the Independent Auditorb) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(dc), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within ninety (90) days following the Closing Date, and in any event within sixty (60) calendar days thereofBuyer shall, Buyer or shall cause the Company to, prepare and deliver to Seller a statement (the Company Stockholder Representative a schedule “Closing Statement”) setting forth, forth its calculation of the Cash Consideration and each of the components thereof. The Closing Statement shall be prepared in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes terms of this Agreement. (b) In , including, as applicable, the event that any disputed items set forth in a Dispute Notice remain unresolved after Accounting Principles, and the books and records of the Company and its Subsidiaries. During the thirty (30) calendar days immediately following Seller’s receipt of the delivery Closing Statement, the Company shall provide Seller and its representatives with reasonable access, during normal business hours and after reasonable advance notice, to the books and records of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm Company for purposes of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx review of the Closing Statement. The Closing Statement and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement resulting calculation of the Independent Auditor. The Independent Auditor Cash Consideration shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which become final and binding upon the parties hereto agree should not be later than thirty (30) days following Seller’s receipt thereof unless Seller delivers written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided that the day on which Closing Statement and the disagreement is referred resulting calculation of the Cash Consideration shall become final and binding upon the parties upon Seller’s delivery, prior to the Independent Auditorexpiration of the thirty (30) day period, of written notice to Buyer of its acceptance of the Closing Statement. Any Notice of Disagreement delivered pursuant to this Section 1.5(a) shall specify in reasonable detail the nature and amount of any disagreement so asserted and attach documentation supporting Seller’s calculations. (b) If a timely Notice of Disagreement is delivered by Seller, then the Closing Statement (as revised in accordance with this Section 1.5(b). The Independent Auditor ) and the resulting calculation of the Cash Consideration shall base its determination solely become final and binding upon the parties on the earlier of (i) the written submissions date any and all matters specified in the Notice of the parties Disagreement are finally resolved in writing by Xxxxx and shall not conduct an independent investigation Seller and (ii) the date any and all matters specified in the Notice of Disagreement not resolved by Buyer and Seller are finally resolved in writing by the Arbiter (as defined below). The Closing Statement shall be revised to the extent necessary to reflect any resolution agreed to by Xxxxx and Seller or any final resolution determined by the Arbiter in accordance with this Section 1.5. During the thirty (if any30) days immediately following the delivery of a Notice of Disagreement or such longer period as Buyer and Seller may agree in writing, Buyer and Seller may attempt to resolve any differences which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only they may have with respect to any matter specified in the remaining disagreements submitted Notice of Disagreement, and all such discussions related thereto (unless otherwise agreed by Xxxxx and Seller) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar Law. At the end of such thirty (30) day period (or such longer period as Buyer and Seller may agree in writing), Buyer and Seller shall submit any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement to a nationally-recognized independent accounting firm that is mutually selected by Xxxxx and Seller (the “Arbiter”) for review and resolution. Buyer and Seller shall instruct the Arbiter to, and the Arbiter, acting as an expert and not an arbitrator, shall make a final determination of the items included in the Closing Statement (to the Independent Auditorextent such amounts are in dispute) based solely on written submissions by Xxxxx and Seller and in order to be determinedaccordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). In resolving any disputed itemBuyer and Seller shall cooperate with the Arbiter during the term of its engagement. Buyer and Seller shall instruct the Arbiter not to, and the Independent Auditor may not Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item claimed assigned by either party Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item claimed assigned by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, or Seller, on the other hand. The Closing Statement and the Company Stockholder Representative resulting calculation of the Cash Consideration shall become final and binding on the parties hereto, if not already mutually agreed by Xxxxx and Seller, on the date the Arbiter delivers its final determination in writing to Buyer and Seller (which final determination shall be requested by Xxxxx and Seller to be delivered not more than thirty (30) days following submission of such disputed matters), and such final determination by the Arbiter shall not be subject to court review or otherwise appealable. The fees and expenses of the Company Stockholder Representative’s right Arbiter pursuant to this Section 1.5(b) shall be indemnified borne by the Pre-Reverse Split Company Stockholders Company, on the one hand, and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Seller, on the other hand, in proportion based upon the percentage which the aggregate portion of the contested amount not awarded to Buyer and Seller, respectively, bears to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made aggregate amount actually contested by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesparty. For example, if Buyer challenges Seller claims the calculation of any items underlying Cash Consideration is $1,000 greater than the calculation of Closing Transaction Expenses in the net amount of $1,000,000determined by Buyer, and Xxxxx contests only $500 of the Independent Auditor determines that amount claimed by Seller, and if the Company has a valid claim that Arbiter ultimately resolves the dispute by awarding Seller $400,000 300 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses500 contested, then the Company Stockholder Representative shall bear 60% of the fees costs and expenses of the Independent Auditor Arbiter will be allocated 60% (subject i.e., 300 ÷ 500) to the Company Stockholder Representative’s right and 40% (i.e., 200 ÷ 500) to be indemnified by Seller. (c) If the Pre-Reverse Split Company Stockholders Cash Consideration is greater than the Estimated Cash Consideration and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, within five (5) Business Days after the Closing Statement becomes final and binding in accordance with the terms hereof, the Company Stockholders shall, and Buyer shall cause the Company to, make a payment to the Note Escrow Account of an amount equal to the amount by which the Cash Consideration exceeds the Estimated Cash Consideration (up to an excess equal to the amount of the Adjustment Escrow Amount) by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if the Fundamental Change Repurchase Date has occurred, the amount by which the Cash Consideration exceeds the Estimated Cash Consideration (up to an excess equal to the amount of the Adjustment Escrow Amount) shall instead be paid to Seller (and held in a deposit account subject to a control agreement in favor of the Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the Senior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes. If the Estimated Cash Consideration is greater than the Cash Consideration, within five (5) Business Days after the Closing Statement becomes final and binding in accordance with the terms hereof, Buyer and the Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make payment to Buyer (or its designees) of an amount equal to the lesser of (i) an amount equal to the amount by which the Estimated Cash Consideration exceeds the Cash Consideration, and (ii) the Adjustment Escrow Funds, in each case, from the Adjustment Escrow Account. (d) Within five (5) Business Days after the Closing Statement becomes final and binding in accordance with the terms hereof and if the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, Buyer and Seller shall cause the Escrow Agent (including by delivering joint written instructions to the Escrow Agent) to make a payment from the Adjustment Escrow Account to the Note Escrow Account of an amount equal to the remaining Adjustment Escrow Funds (if any) after any payments are made to Buyer pursuant to Section 3.9(d)1.5(c) (if any) by wire transfer of immediately available funds for purposes of making an offer to repurchase the 2026 Notes and the 2025 Notes in accordance with Section 1.8; provided, that if such expenses exceed the Representative Expense Fund) and Buyer shall bear Fundamental Change Repurchase Date has occurred, the remaining 40% Adjustment Escrow Funds shall instead be released to Seller (and held in a deposit account subject to a control agreement in favor of the fees and expenses Consenting Noteholders) for the sole purpose of complying with mandatory repurchase requirements set forth in the Independent AuditorSenior Secured Notes Supplemental Indenture with respect to any remaining 2025 Notes.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Promptly after the Closing Date, and in any event within sixty not later than twenty (6020) calendar days thereoffollowing the Closing Date, Buyer Seller shall prepare and deliver to the Company Stockholder Representative Purchaser a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP statement (the “Post-Closing Adjustment ScheduleStatement”), setting forth Seller’s good faith calculation of (i) Closing Working Capital, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) Closing Cash, and (v) the resulting calculation of the Purchase Price, together with reasonable supporting detail and documentation. The Post-Closing Statement shall be accompanied by a certificate of an executive officer of Seller stating that the Post-Closing Statement has been prepared in accordance with this Agreement, including the Accounting Principles (to the extent applicable) and the definitions set forth herein. Purchaser shall give Seller and its Representatives reasonable access, upon reasonable notice and during normal business hours, to the premises, books and records, and appropriate personnel of the Business, the Conveyed Companies and Purchaser for purposes of the preparation of the Post-Closing Statement in accordance with this Section 2.4(a), and Purchaser shall instruct its personnel (including the Transferred Employees) and Representatives to reasonably cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Seller and its Representatives. Upon execution of a customary access letter if required by the applicable Party’s outside accountants, each Party and its Representatives shall have reasonable access, upon reasonable notice and during normal business hours, to all relevant work papers, schedules, memoranda and other documents prepared by the other Party or its Representatives (including its outside accountants) to the extent related to the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness and/or Transaction Expenses in any respect. Following delivery of the Post-Closing Statement, Seller shall afford Purchaser and its Representatives reasonable access, upon reasonable notice and during normal business hours, to Sellers’ and its Affiliates’ appropriate personnel involved in the preparation of the Post-Closing Statement. (b) Purchaser and Purchaser’s accountants and financial and other advisors may make inquiries of Seller and/or Seller’s accountants regarding questions concerning or disagreements with the Post-Closing Statement arising in the course of Purchaser’s review, and Seller shall instruct its personnel and Representatives to reasonably cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Purchaser and its Representatives. Purchaser shall complete its review of the Post-Closing Statement within seventy-five (75) days after the delivery thereof to Purchaser. In no event later than the conclusion of such seventy-five (75) day period, Purchaser may submit to Seller a letter regarding its concurrence or disagreement with the accuracy of the Post-Closing Statement; provided that any such letter must specify (i) the items of the Post-Closing Statement with which Purchaser disagrees, (ii) the adjustments that Purchaser proposes to be made to the Post-Closing Statement (each, a “Disputed Item”) and (iii) the specific amount of such disagreement and all reasonable supporting detail and documentation and calculations (the “Purchaser Objection Statement”); and provided, further, that Purchaser may only disagree with the Post-Closing Statement to the extent Purchaser claims Seller did not prepare the Post-Closing Statement in a manner consistent with the Accounting Principles (to the extent applicable) or the terms of this Agreement (including the definitions set forth herein). If Purchaser does not deliver a Purchaser Objection Statement before the Company Stockholder Representative conclusion of such seventy-five (75) day period, the Post-Closing Statement shall disagree be final and binding upon the Parties and Purchaser shall be deemed to have agreed with any calculations all items and amounts contained in the Post-Closing Adjustment ScheduleStatement. If Purchaser does deliver a Purchaser Objection Statement, it following such delivery, Seller and Purchaser shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve promptly any disagreement as to the disputed item(s) and negotiate an agreedcomputation of any item in the Post-upon determination of the Closing Statement. Any items relating as to such dispute, and any such agreed-upon items which there is no disagreement shall be deemed to have agreed. If a resolution of such disagreement has not been finally determined for all purposes of this Agreement. effected within ten (b10) In days (or longer, as mutually agreed by the event that any disputed items set forth in a Dispute Notice remain unresolved Parties) after thirty (30) calendar days of the delivery of the Dispute NoticePurchaser Objection Statement, such remaining disagreements then Seller and Purchaser shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx execute a customary engagement letter with the Accountant and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the submit any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.unresolved Disputed

Post-Closing Adjustment. (a) As soon as reasonably practicable following after the Closing DateClosing, but no later than ninety (90) days after the delivery of the financial Books and in any event within sixty (60Records pursuant to Section 2.04(d) calendar days thereofwhich will enable Purchaser to perform said calculation, Buyer Purchaser shall prepare and deliver determine the actual adjustment to the Company Stockholder Representative a schedule setting forthBase Purchase Price, in reasonable detail, Bxxxx’s good faith calculations pursuant to Section 2.02(b). Sellers and Purchaser shall cooperate and provide each other access to their respective books and records (and those of the Adjustment AmountCompanies) as are reasonably requested in connection with the matters addressed in this Section 2.06. Purchaser shall provide Sellers with written notice of such determination, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance along with GAAP reasonable supporting information (the “Post-Closing Adjustment ScheduleAdjustment”). . (b) If the Company Stockholder Representative shall disagree with Sellers object to any calculations determinations set forth in the Post-Closing Adjustment ScheduleAdjustment, it then Sellers shall provide Purchaser written notice thereof within ten (10) Business Days after receiving the Post-Closing Adjustment, together with a reasonably detailed explanation of the nature and bases of such objections. If Sellers and Purchaser are unable to agree on the adjustment to the Base Purchase Price, pursuant to Section 2.02(b) within thirty (30) days after Purchaser’s receipt of Sellers’ objection to the Post-Closing Adjustment, Purchaser and Sellers shall refer such dispute to the Independent Accounting Firm which firm shall make a final and binding determination as to all such matters in dispute relating to adjustment to the Base Purchase Price (and only such matters) on a timely basis and promptly shall notify Buyer of Purchaser and such disagreement Sellers in writing of its resolution. Such firm shall not have the power to modify or amend any term or provision of this Agreement. Each of Purchaser and Sellers shall bear and pay one-half of the fees and other costs charged by such accounting firm. (c) If the Base Purchase Price pursuant to Section 2.02(a), as adjusted, using such actual values (as agreed or determined by the Independent Accounting Firm) (the “Final Purchase Price”) is greater than the Estimated Purchase Price, then Purchaser shall pay Sellers within five (5) Business Days after such actual values are agreed or determined, by wire transfer of immediately available funds, an amount equal to the difference between the Final Purchase Price and the Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such periodpayment. If the Final Purchase Price is less than the Estimated Purchase Price, then Sellers shall pay Purchaser within five (5) Business Days after such actual values are agreed or determined, by wire transfer of immediately available funds, an amount equal to the difference between the Estimated Purchase Price and the Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. In each case, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on recipient Party or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction ExpensesParties, as applicable, in writing shall designate the account or accounts to which such payments are to be made at least two (2) Business Days prior to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to date such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorpayments are due.

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Datepracticable, and in any event within sixty ninety (6090) calendar days thereoffollowing the Closing Date, Buyer Purchaser shall prepare prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Seller and Life Reinsurer: (1) the Company Stockholder Representative Preliminary Final Balance Sheet; (2) the Preliminary Final EB Volume Adjustment Schedule and the Preliminary Final NB Volume Adjustment Schedule; and (3) a schedule statement setting forth, in reasonable detail, Bxxxx’s good faith calculations forth a reasonably detailed calculation of (A) the Preliminary Final Adjusted Capital and Surplus of the Adjustment AmountCompany, including calculations of as derived from the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared Preliminary Final Balance Sheet in accordance with GAAP the Form of Capital and Surplus Worksheet, (B) the Preliminary Final EB Volume Adjustment Amount as set forth on the Preliminary Final EB Volume Adjustment Schedule and (C) the Preliminary Final NB Volume Adjustment Amount as set forth on the Preliminary Final NB Volume Adjustment Schedule (collectively with the materials described in Section 2.6(a)(1), (2) and (3), the “Purchase Price Adjustment Materials”). (b) In connection with Purchaser’s preparation of the Purchase Price Adjustment Materials, to the extent that Purchaser does not have all relevant information in its possession, Seller shall provide to Purchaser, Life Reinsurer and their respective Representatives full access to the books and records of Seller and to any other information, including work papers of its accountants (subject to execution by Purchaser, Life Reinsurer and/or their respective Representatives, as applicable, of a customary hold-harmless agreement in form and substance reasonably acceptable to such accountants), and to any employees during regular business hours and on reasonable advance notice, in each case, to the extent reasonably necessary for Purchaser’s preparation of the Purchase Price Adjustment Materials. (c) Within thirty (30) days following its receipt of the Purchase Price Adjustment Materials from Purchaser (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response DateReview Period”), setting Seller shall either (1) notify Purchaser and Life Reinsurer in writing of its agreement with the Purchase Price Adjustment Materials and the calculations set forth therein (“Notice of Agreement”); or (2) if Seller determines that any of the Purchase Price Adjustment Materials or the calculations reflected therein have not been prepared on the basis set forth in Section 2.6(a) or contains or reflects mathematical errors, inform Purchaser and Life Reinsurer in writing of its objection (the “Seller’s Objection”), which notice shall set forth in reasonable detail a description of the particulars basis of the Seller’s Objection and the adjustments to such disagreement (such noticePurchase Price Adjustment Materials or the calculations reflected therein that Seller requests be made. Purchaser shall, a “Dispute Notice”). In following the event Closing Date through the date that the Company Stockholder Representative does Purchase Price Adjustment Materials become the Final Purchase Price Adjustment Materials in accordance with the penultimate sentence of Section 2.6(e), take all actions necessary or desirable to maintain and preserve all accounting books, records, policies and procedures on which the Purchase Price Adjustment Materials are based or on which the Final Purchase Price Adjustment Materials are to be based so as not provide to impede or delay the determination of the Purchase Price Adjustment Materials or the preparation of the Seller’s Objection or the Final Purchase Price Adjustment Materials in the manner and utilizing the methods permitted by this Agreement. Upon receipt by Purchaser and Life Reinsurer of a Dispute Notice on of Agreement from Seller or if no Seller’s Objection is received by Purchaser and Life Reinsurer prior to 5:00pm Eastern Time on the Response Dateexpiration of the Review Period, the Post-Closing Purchase Price Adjustment Schedule as delivered by BuyerMaterials, including BuyerPurchaser’s calculation of the Preliminary Final Adjusted Capital and Surplus, the Preliminary Final EB Volume Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Preliminary Final NB Volume Adjustment Amount shall be deemed to have been finally determined for all purposes accepted by Seller and will become final and binding upon the Parties in accordance with the penultimate sentence of this AgreementSection 2.6(e). (bd) In the event that any disputed items set forth in If Seller timely delivers a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute NoticeSeller’s Objection to Purchaser and Life Reinsurer, such remaining disagreements Purchaser and Life Reinsurer shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than have thirty (30) days following from the day on which date of such delivery to review and respond to Seller’s Objection (the disagreement is referred to the Independent Auditor“Consultation Period”). The Independent Auditor Parties shall base its determination solely on use reasonable, good faith efforts to resolve any disagreements that they may have with respect to the matters set forth in the Seller’s Objection. If the Parties are unable to resolve all of their disagreements with respect to the matters set forth in the Seller’s Objection within ten (i10) Business Days following the written submissions expiration of the parties Consultation Period, then the Parties shall submit all matters that remain in dispute with respect to the Seller’s Objection (along with a copy of the Purchase Price Adjustment Materials and shall not conduct an Purchaser’s calculation of the amounts set forth therein, marked to indicate those line items that are still in dispute) to Ernst & Young, LLP, or another internationally recognized firm of independent investigation and (ii) the extent (if any) certified public accountants with appropriate actuarial expertise as to which the any Parties mutually agree (the “CPA Firm”), which shall, acting as an expert and not as an arbitrator, make a final determination, on the basis of the Adjustment Amountstandard set forth in Section 2.6(a) hereof, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (and only with respect to the any remaining disagreements differences submitted to the Independent Auditor) CPA Firm, in order accordance with this Section 2.6(d), of the appropriate amount of each line item in the Purchase Price Adjustment Materials and Purchaser’s calculation of the amounts set forth therein as to be determined. In resolving any disputed itemwhich the Parties disagree (such items that remain in dispute, the Independent Auditor may “Unresolved Items”). (e) The Parties shall instruct the CPA Firm to deliver its written determination to Purchaser, Life Reinsurer and Seller no later than fifteen (15) Business Days after the Unresolved Items are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 2.6(e) and shall be conclusive and binding upon the Parties, absent clear and manifest error. With respect to each Unresolved Item, the CPA Firm’s determination, if not assign in accordance with the position of either Seller or Purchaser, shall not be more favorable to Seller than the amounts advocated by Seller in the Seller’s Objection or more favorable to Purchaser than the amounts advocated by Purchaser in the Purchase Price Adjustment Materials or Purchaser’s calculations of the amounts set forth therein with respect to such disputed line item and/or calculation. For the avoidance of doubt, (1) the CPA Firm’s review of the Purchase Price Adjustment Materials and Purchaser’s calculation of the amounts set forth therein shall be limited to a value determination of whether such documents and calculations were prepared in accordance with Section 2.6(a), and (2) the CPA Firm shall not review any line items or make any determination with respect to any item greater matters other than the greatest value Unresolved Items that were referred to the CPA Firm for such item claimed by either party or less than the smallest value for such item claimed by either party resolution pursuant to this Section 2.6(e). The Purchase Price Adjustment Materials and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, amounts set forth therein that are final and binding on the parties hereto for all purposes hereunder. All fees and expenses Parties, as determined either through (A) Seller’s delivery of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders a Notice of Agreement pursuant to Section 3.9(d2.6(c), if such expenses exceed (B) Seller’s failure to deliver Seller’s Objection prior to expiration of the Representative Expense FundReview Period pursuant to Section 2.6(c), on (C) agreement by the other handParties during the Consultation Period or (D) the determination of the CPA Firm pursuant to this Section 2.6(e) are referred to herein as the “Final Purchase Price Adjustment Materials”, “Final Balance Sheet”, “Final Adjusted Capital and Surplus”, “Final EB Volume Adjustment Schedule”, “Final EB Volume Adjustment Amount”, “Final NB Volume Adjustment Schedule” and “Final NB Volume Adjustment Amount”, as the case may be. For the avoidance of doubt and notwithstanding anything in proportion this Agreement to the allocation of contrary, the dollar value of Parties acknowledge and agree that from and after the amounts in dispute as between Buyer and Closing, the Company Stockholder Representative (resolution process set forth in this Section 2.6 shall be the written submissions sole remedy of the Parties with respect to all matters and calculations expressly included in the Independent Auditor) made by Purchase Price Adjustment Materials and the Independent Auditor Final Balance Sheet and that such resolution process forecloses any right of the Parties to indemnification pursuant to Article 7 with respect to such matters; provided, however, that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees facts and expenses. For example, if Buyer challenges the calculation of any items circumstances underlying the calculation of Closing Transaction Expenses matters determined in the net amount resolution process may be considered in determining whether any breach of $1,000,000a representation or warranty made hereunder has occurred; provided, and the Independent Auditor determines further, that the Company has any resulting indemnification claim made under Article 7 shall not result in a valid claim that $400,000 duplication of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorrecoveries.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within sixty (60) days following the Closing Date, the Cedant shall deliver to the Reinsurer a statement (the “Reconciliation Statement”) prepared in good faith by the Cedant in the same form as the Estimated Settlement Statement setting forth the Cedant’s good faith calculation of (i) the actual amount of the Initial Premium (such amount, the “Actual Initial Premium”) and in any event within (ii) the actual Ceding Commission calculated using the actual Hedge Adjustment Amount as of the Closing Date (the “Actual Ceding Commission”). (b) Following receipt of the Reconciliation Statement, the Reinsurer shall have sixty (60) calendar days thereof(the “Review Period”) to review such Reconciliation Statement. In connection with the review of the Reconciliation Statement, Buyer the Cedant shall prepare provide, and deliver shall cause its Affiliates to provide, the Reinsurer and its Representatives, upon the request of the Reinsurer, reasonable access to the Company Stockholder Representative a schedule setting forth, Cedant Books and Records and all work papers and supporting detail prepared by the Cedant and its Representatives and advisors in reasonable detail, Bxxxx’s good faith calculations connection with the preparation of the Adjustment Amount, including calculations Reconciliation Statement and make reasonably available to the Reinsurer and its Representatives personnel of the Closing Indebtedness Amount Cedant and its Affiliates that have been involved in the Closing Transaction Expensespreparation of the Reconciliation Statement. If the Reinsurer has accepted the Reconciliation Statement in writing or has not given written notice to the Cedant setting forth any objection to the Reconciliation Statement (a “Reconciliation Statement Objection”) prior to the expiration of the Review Period, prepared then the Reconciliation Statement shall be final and binding upon the parties. The Reinsurer may only object to a Reconciliation Statement on the basis of (i) mathematical error, (ii) the Actual Initial Premium not being determined in accordance with GAAP the terms hereof, including the definition of “Initial Premium” or (iii) the Actual Ceding Commission not being determined in accordance with the terms hereof, including the definitions of “Ceding Commission” and “Hedge Adjustment Amount” (collectively, the “Post-Closing Adjustment ScheduleAgreed Bases”). If the Company Stockholder Representative shall disagree with any calculations in Reinsurer delivers a Reconciliation Statement Objection to the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days Reconciliation Statement prior to the expiration of the date Buyer delivers Review Period, then the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior parties shall attempt to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to amicably resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than objection within thirty (30) days following receipt by the day on Cedant of the Reconciliation Statement Objection. (c) If any such objections are resolved in writing by the parties, then such resolutions shall be final and binding upon the parties and shall be incorporated into the Reconciliation Statement. If any such objections are not resolved in writing within thirty (30) days following receipt by the Reinsurer of the Reconciliation Statement, then the parties shall submit any such objections which the disagreement is referred remain unresolved to the Independent AuditorAccountant. (d) Within ten (10) Business Days of the appointment of the Independent Accountant, the Cedant shall provide the Independent Accountant with a copy of the Reconciliation Statement (as modified by any adjustments agreed to in writing by the parties pursuant to Section 3.05(c). ), and the Reinsurer and the Cedant shall each prepare and deliver to the Independent Accountant a written report of such line item or items remaining in dispute, which report shall set forth the specific dollar amount proposed by such party for each such item or items and a detailed explanation of the basis and rationale for such party’s positions. (e) The Independent Auditor Accountant shall thereafter finally determine the manner in which such disputed item or items shall be treated in the Reconciliation Statement and issue a written award including a reasonably detailed accounting of any required change to the Reconciliation Statement. In making its determination, the Independent Accountant shall (i) consider only those items that are (A) identified in the Reconciliation Statement Objection as in dispute and (B) were not resolved in writing by the Reinsurer and the Cedant, (ii) base its determination solely on (i) such reports submitted by the written submissions Reinsurer and the Cedant and the Agreed Bases and not on the basis of the parties and shall not conduct an independent investigation and review, (iiiii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, or less than the smallest value for such item claimed by either party and shall act the Reinsurer in the Reconciliation Statement Objection or the Cedant in the Reconciliation Statement, as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the partiesapplicable, and (iv) barring exceptional circumstances, make its determination within thirty (30) days of its appointment; provided that the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses failure of the Independent Auditor relating Accountant to make its determination in such thirty (30) day period shall not be grounds to defend against or object to the work, if any, enforcement of such determination. (f) Each of the Reinsurer and the Cedant agree to be performed by enter into a customary engagement letter with the Independent Auditor hereunder Accountant. The Reinsurer and the Cedant shall be borne pro rata as between Buyerreasonably cooperate with the Independent Accountant and shall provide, upon the request of the Independent Accountant, any non-privileged information and documentation, including any actuaries’ or accountants’ work papers or internal reserving papers, files and models, and make reasonably available to the Independent Accountant personnel of the Cedant and its Affiliates, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders Reinsurer and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)its Affiliates, on the other hand, in proportion to each case that have been involved in the allocation preparation of the dollar value Reconciliation Statement; provided, however, that the independent actuaries or accountants of the amounts in dispute as between Buyer and Reinsurer or the Company Stockholder Representative (set forth in the written submissions Cedant shall not be obligated to make any working papers available to the Independent Auditor) made Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent actuaries or accountants, as applicable. Any such information and documentation provided by the Reinsurer or the Cedant to the Independent Auditor such Accountant shall concurrently be provided to the other party to the extent not already so provided; provided, however, that the party prevailing on the greater dollar value of such disputes pays the lesser proportion independent actuaries or accountants of the fees Reinsurer or the Cedant shall not be obligated to make any working papers available to the other party unless and expensesuntil the other party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent actuaries or accountants, as applicable. For example, if Buyer challenges Neither party shall disclose to the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000Independent Accountant, and the Independent Auditor determines that Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by either party with respect to any objection under this Section 3.05 unless otherwise agreed in writing by both parties. (g) The determination by the Company has a valid claim that $400,000 Independent Accountant of the $1,000,000 claimed by Buyer do not constitute Closing Transaction ExpensesActual Initial Premium and the Actual Ceding Commission shall be final and binding upon the parties; provided, however, that within three (3) Business Days after the Company Stockholder Representative shall bear 60% transmittal of the fees Independent Accountant’s award, either party may request in writing to the Independent Accountant, with a copy thereof provided to the other party in accordance with Section 18.02, with such request solely limited to the Independent Accountant correcting any clerical, typographical or arithmetic errors in such award. The other party shall have three (3) Business Days to respond to the Independent Accountant in writing to such request, with a copy thereof provided to the other party in accordance with Section 18.02. The Independent Accountant shall dispose of such request, if no response was received during such three (3) Business Day period from the other party, within five (5) Business Days after receiving such request or, if such a response was received during such period, within three (3) Business Days of its receipt of such a response. The determinations by the Independent Accountant shall be an expert determination under Michigan Law governing expert determination and appraisal proceedings. Either party hereto may petition any court identified in Section 18.08 to reduce such decision to judgment. One-half of all fees, costs and expenses of retaining the Independent Auditor (subject to the Company Stockholder Representative’s right to Accountant shall be indemnified borne by the PreReinsurer and one-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d)half of such fees, if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees costs and expenses of retaining the Independent AuditorAccountant shall be borne by the Cedant. For the avoidance of doubt, the Independent Accountant shall act as an expert, not as an arbitrator, and neither the determination of the Independent Accountant, nor this agreement to submit to the determination of the Independent Accountant, shall be subject to or governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., or any state arbitration Law or regime. (h) The “Initial Premium Adjustment” shall be an amount equal to (i) (A) the amount of the Actual Initial Premium, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated Initial Premium, minus (ii) (A) the Actual Ceding Commission, as finalized pursuant to the procedures set forth in this Section 3.05, minus (B) the Estimated Ceding Commission. If the Initial Premium Adjustment is positive, then the Cedant shall deposit into the Funds Withheld Account an amount of cash equal to the Initial Premium Adjustment within five (5) Business Days following the final determination of the Actual Initial Premium in accordance with the procedures set forth in this Section 3.05, together with an amount of interest on the Initial Premium Adjustment calculated at the Interest Rate for the period from the Closing Date to, but not including, the date of payment. If the Initial Premium Adjustment is negative, then the Cedant shall be permitted to withdraw from the Funds Withheld Account an amount of cash or, if sufficient cash is not available in the Funds Withheld Account, assets with a Fair Market Value equal to the absolute value of the Initial Premium Adjustment within five (5) Business Days following the final determination of the Actual Initial Premium in accordance with the procedures set forth in this Section 3.05, together with an amount of interest on the absolute value of the Initial Premium Adjustment calculated at the Interest Rate for the period from the Closing Date to, but not including, the date of payment.

Post-Closing Adjustment. (a) As soon as reasonably practicable 1.6.2.1 No later than 45 days following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall GCI will prepare and deliver to the Company Stockholder Representative a schedule setting forthstatement (the “Closing Date Statement”) showing, in reasonable detail, Bxxxx’s good faith calculations a calculation of the Adjustment Amount, including calculations Shareholders’ Equity as of immediately prior to the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment ScheduleDate Shareholders’ Equity”). 1.6.2.2 Within 45 days after the date GCI delivers to the Company the Closing Date Statement, if the Company disagrees in good faith with GCI’s calculation of Closing Date Shareholders’ Equity as set forth in the Closing Date Statement, then the Company may give BUS_RE\1394606.17 written notice (the “Objection Notice”) to GCI within such 45-day period (i) setting forth the Company’s determination of Closing Date Shareholders’ Equity and (ii) specifying in reasonable detail the Company’s basis for disagreement with GCI’s determination of Closing Date Shareholders’ Equity. The failure by the Company to deliver an Objection Notice within such 45-day period shall constitute the acceptance of GCI’s computation of Closing Date Shareholders’ Equity. If the Company Stockholder Representative shall disagree with and GCI are unable to resolve any calculations matter raised in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Objection Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements determination of Closing Date Shareholders’ Equity within 30 days after delivery of the Objection Notice, the items in dispute shall be submitted to binding arbitration in accordance with Section 10.1. The final computation of Closing Date Shareholders’ Equity, determined by reference to either GCI’s computation of Closing Date Shareholders’ Equity, agreement of the Independent Auditor) in order parties or binding arbitration, as the case may be, is referred to be herein as the “Final Shareholders’ Equity.” 1.6.2.3 If, after the Final Shareholders’ Equity has been determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or Cash Consideration is less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraudEstimated Cash Consideration, the determination Sellers shall promptly pay to GCI, within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the Closing Date until such disputed items amount is paid, by Independent Auditor wire transfer of immediately available funds to an account designated by GCI. If the Estimated Cash Consideration is less than the Cash Consideration, GCI shall be finalpromptly pay to the Company, conclusive and binding within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the partiesClosing Date until such amount is paid, and by wire transfer of immediately available funds to the Adjustment Amount as calculated account designated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorCompany.

Post-Closing Adjustment. (a) As soon as reasonably practicable following No sooner than three (3) months after the Closing Date, and in any event within sixty but no later than four (604) calendar days thereofmonths after the Closing Date, Buyer shall prepare and deliver to the Company Stockholder Representative Seller a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP statement (the “Post-Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of (i) the Adjustment Schedule”)Amount, including each component thereof, and (ii) the resulting calculation of the Purchase Price. If Concurrently with the Company Stockholder Representative delivery of the Post-Closing Statement, Buyer shall disagree with deliver to Seller reasonable documentation in the possession of Buyer or any calculations of its Affiliates to support the items for which adjustments are proposed or made in the Post-Closing Adjustment ScheduleStatement delivered by Buyer, it shall notify and a brief explanation of any such adjustments and the reasons therefor. In the event Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers does not deliver the Post-Closing Adjustment Schedule Statement in accordance with this Section 2.7, Seller’s pre-Closing estimate of the Purchase Price shall control and be the Final Purchase Price unless Seller elects to deliver a Post-Closing Statement within ten (10) Business Days after such four (4) month anniversary of the Closing Date, then the Parties shall proceed in accordance with Section 2.7(b) except that the rights of Seller and Buyer shall be reversed. (b) Seller shall have thirty (30) days after Seller’s receipt of the Post-Closing Statement (the last day “Review Period”) within which to review Buyer’s calculation of such period, the Purchase Price. If Seller disputes any component of the proposed Purchase Price set forth in the Post-Closing Statement delivered pursuant to Section 2.7(a) (the “Response DatePC Statement Purchase Price”), setting forth Seller shall notify Buyer in reasonable detail writing of its objection to the particulars PC Statement Purchase Price prior to the expiration of the Review Period, together with a description of the basis for and dollar amount of such disagreement disputed components (to the extent possible), together with reasonable documentation in the possession of Seller supporting such notice, disputed components (a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time The PC Statement Purchase Price shall become final, conclusive and binding on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such disputeParties, and any such agreed-upon items shall be deemed to have been finally determined considered the Final Purchase Price for all purposes of this Agreement. (b) In the event that any disputed items set forth in , unless Seller delivers to Buyer a Dispute Notice remain unresolved after thirty (30) calendar days prior to the expiration of the delivery of the Review Period. If Seller timely delivers a Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) any amounts in the written submissions of PC Statement Purchase Price not objected to by Seller in the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor Dispute Notice shall be final, conclusive and binding on the partiesParties, and (ii) Buyer and Seller shall, within fifteen (15) days following Buyer’s receipt of such Dispute Notice (the Adjustment Amount as calculated by “Resolution Period”), use commercially reasonable efforts to attempt to mutually resolve in writing their differences with respect to any remaining items set forth in the Independent Auditor Dispute Notice and any such mutual resolution shall conclusivebe final, final conclusive and binding on the parties hereto Parties. (c) If, at the conclusion of the Resolution Period, any items set forth in the Dispute Notice remain in dispute (the “Remaining Disputes”), then each of Buyer and Seller shall submit all such Remaining Disputes to PriceWaterhouse Coopers LLP (or such other nationally recognized accounting firm the Parties may mutually select), for resolution; provided that if PriceWaterhouse Coopers LLP has not confirmed that it will arbitrate such disputes and the Parties do not agree on another accounting firm within ten (10) days following the request from the Parties for PriceWaterhouse Coopers LLP to arbitrate such disputes, the Houston, Texas, office of the American Arbitration Association shall select a nationally recognized accounting firm not materially affiliated with Seller or Buyer to arbitrate such disputes. The appointed accounting firm shall be the “Accounting Firm”, and within five (5) Business Days after appointment of the Accounting Firm the Parties shall deliver to the Accounting Firm their written position with respect to such Remaining Disputes. The Accounting Firm, once appointed, shall have no ex parte communications with the Parties concerning the Remaining Disputes. The Accounting Firm shall determine, based solely on the submissions by Seller and Buyer, and not by independent review, only the Remaining Disputes and shall choose either Seller’s position or Buyer’s position with respect to each matter addressed in a Dispute Notice, in each case, in accordance with this Agreement. The Accounting Firm may not award damages, interest or penalties to any Party with respect to any matter. The Parties shall request that the Accounting Firm make a decision with respect to all purposes hereunderRemaining Disputes within forty-five (45) days after the submission of the Remaining Disputes to the Accounting Firm, as provided above, and in any event as promptly as practicable. All fees The final determination with respect to all Remaining Disputes shall be set forth in a written statement by the Accounting Firm delivered simultaneously to Seller and Buyer and shall, absent manifest error, be final, conclusive and binding on the Parties and enforceable against the Parties in any court of competent jurisdiction, without right of appeal. Buyer and Seller shall promptly execute any reasonable engagement letter requested by the Accounting Firm and shall each cooperate fully with the Accounting Firm, including, by providing the information, data and work papers used by each Party to prepare and/or calculate the Final Purchase Price, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Accounting Firm to make such determination as quickly and as accurately as practicable. The fees, costs and expenses of the Independent Auditor relating Accounting Firm pursuant to the work, if any, to be performed by the Independent Auditor hereunder this Section 2.7(b) shall be borne pro rata as between Buyerone half by Seller, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified one half by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Buyer, on the other hand. (d) From and after the Closing Date until the Final Purchase Price is finally determined pursuant to this Section 2.7, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer Seller, its Affiliates and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees their auditors, accountants, counsel and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative other representatives shall bear 60% of the fees and expenses of the Independent Auditor (subject be permitted reasonable access to the Company Stockholder Representativeand its auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Seller (including the information, data and work papers used by Buyer and/or the Company’s right auditors or accountants to be indemnified by prepare and calculate the Pre-Reverse Split Company Stockholders and Final Purchase Price). (e) If the final agreed Adjustment Amount exceeds the Adjustment Amount, as determined at Closing (such excess amount, if any, the “Excess Amount”), within five (5) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.7, Buyer shall, or shall cause the Company Stockholders to, pay to Seller, in immediately available funds, an aggregate amount equal to the Excess Amount. (f) If the final agreed Adjustment Amount is less than the Adjustment Amount, as determined at Closing (such shortfall amount, if any, the “Shortfall Amount”), within five (5) Business Days after the Final Purchase Price is finally determined pursuant to this Section 3.9(d)2.7, if such expenses exceed Seller shall pay to Buyer, in immediately available funds, an aggregate amount equal to the Representative Expense Fund) Shortfall Amount, which funds shall be delivered in whole or in part by Seller and Buyer delivering joint written instructions to the Escrow Agent to release from the Deposit to Buyer the Shortfall Amount. (g) Any payments made pursuant to this Section 2.7 shall bear be deemed an adjustment to the remaining 40% of Purchase Price, to the fees and expenses of the Independent Auditorextent permitted by applicable Law.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within sixty (60) days following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Viamet shall prepare and deliver to the Company Stockholder Representative SpinCo a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations preliminary calculation of the Adjustment Amount, including calculations of the Closing Indebtedness Cash Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment SchedulePreliminary Cash Amount”). If On the Company Stockholder Representative shall disagree with any calculations in thirtieth (30th) day following the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days delivery of the date Buyer delivers calculation of the Post-Closing Adjustment Schedule Preliminary Cash Amount to SpinCo (the last day of such period, the “Response Objection Deadline Date”), setting forth the Preliminary Cash Amount shall be deemed to be the final Cash Amount (and shall, for purposes of this Agreement, be deemed to be final and binding on the Parties) unless, prior to the Objection Deadline Date, SpinCo shall have delivered to Viamet a notice (the “Objection Notice”) describing in reasonable detail its objections to the particulars of such disagreement Preliminary Cash Amount calculation (such noticeincluding reasonable detail regarding the item or items in dispute, a “Dispute Notice”statement of the amount of each adjustment that SpinCo believes should be made to the Preliminary Cash Amount calculation and copies of any books and records supporting such statement). In Any items in the event Preliminary Cash Amount calculation that are not objected to in the Company Stockholder Representative does not provide a Dispute Objection Notice on or prior shall be deemed to 5:00pm Eastern Time be final and binding on the Response Date, the Post-Closing Adjustment Schedule as Parties. The objections described in any Objection Notice timely delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, pursuant to this Section 2.11(a) shall be final, binding resolved as follows: (i) Viamet and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company SpinCo shall promptly meet and attempt each cooperate in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to any such dispute, objections and any such agreed-upon items resolution shall be deemed to have been finally determined for final and binding on all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after Parties. If Viamet and SpinCo do not resolve all such objections within thirty (30) calendar days after Viamet’s receipt of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected Objection Notice (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorObjection Date”). Each of Buyer and , then either Viamet or SpinCo may, within ten (10) business days after the Company Stockholder Representative shall promptly provide their respective assertions regarding Objection Date, submit the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing Unresolved Objections to the Independent Auditor Neutral Accountant. Viamet and to each other as promptly as possible after SpinCo shall direct the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than Neutral Accountant to, within thirty (30) days following such submission, resolve the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties Unresolved Objections and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor resolution shall be final, conclusive final and binding on all Parties. If neither Viamet nor SpinCo submits such Unresolved Objections to the partiesNeutral Accountant within ten (10) days after the Objection Date, the Preliminary Cash Amount calculation prepared by Viamet shall be the final Cash Amount and the Adjustment Amount as calculated by the Independent Auditor shall conclusiveshall, for purposes of this Agreement, be deemed to be final and binding on the parties hereto for all purposes hereunder. All fees Parties. (ii) Each of Viamet and expenses SpinCo shall submit to the Neutral Accountant (with a copy delivered to the other on the same day), within ten (10) days after the date of the Independent Auditor engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of Viamet and SpinCo may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other on the same day), within twenty (20) days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other Party. Unless requested by the Neutral Accountant in writing, no Party may present any additional information or arguments to the Neutral Accountant, either orally or in writing. (iii) Within thirty (30) days after the date of its engagement hereunder, the Neutral Accountant shall issue a written memorandum which shall include a revised calculation of the Cash Amount, comprised of the Preliminary Cash Amount calculation as adjusted (A) pursuant to any resolutions to objections agreed upon by Viamet and SpinCo and (B) pursuant to the Neutral Accountant’s resolution of the Unresolved Objections (provided that the Neutral Accountant’s resolution of each Unresolved Objection shall consist of the determination of an appropriate value for each item that is the subject of an Unresolved Objection, which value shall be equal to one of, or between, the values proposed by Viamet in the Preliminary Cash Amount calculation and by SpinCo in its Objection Notice). The Neutral Accountant shall review only those matters specified in the Unresolved Objections and shall make no changes to the Preliminary Cash Amount calculation except as are required to resolve the Unresolved Objections. The Cash Amount calculation provided by the Neutral Accountant pursuant to this Section 2.11(a)(iii) shall be deemed to be the final Cash Amount and shall, for purposes of this Agreement, be deemed to be final and binding on the Parties hereto. (iv) The final Cash Amount, as determined in accordance with this Section 2.11(a), including the resolution by the Neutral Accountant of any Unresolved Objections, shall, for purposes of this Agreement, be final and binding upon the Parties. The Parties agree that the procedure set forth in this Section 2.11(a) for resolving disputes with respect to the Preliminary Cash Amount calculation shall (notwithstanding anything to the contrary contained in this Agreement) be the sole and exclusive method for resolving any such disputes. The Neutral Accountant’s determination may be enforced in any court of competent jurisdiction, but, absent manifest error on the part of the Neutral Accountant, the substance of the Neutral Accountant’s determination shall not be subject to review through Section 8.2 or otherwise. In performing its duties specified in this Section 2.11, the Neutral Accountant shall act as an expert and not an arbitrator. (v) The costs and fees related to such determination by the Neutral Accountant, including the costs relating to any negotiations with the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject Neutral Accountant with respect to the Company Stockholder Representativeterms and conditions of such Neutral Accountant’s right to engagement, will be indemnified paid by Viamet and SpinCo on an inversely proportional basis, based upon the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value relative portions of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions that have been submitted to the Independent AuditorNeutral Accountant for resolution that ultimately are awarded to each of Viamet and SpinCo (e.g., if $100,000 is in dispute, and of that amount the Neutral Accountant awards $75,000 to Viamet and $25,000 to SpinCo, then Viamet will be responsible for 25%, and SpinCo will be responsible for 75%, of the costs and fees of the Neutral Accountant). (b) made If the Estimated Cash Amount exceeds the final Cash Amount, SpinCo shall pay to Viamet the amount of such excess. If the final Closing Balance exceeds the Estimated Cash Amount, Viamet shall pay to SpinCo the amount of such excess. (c) Any amounts due to be paid by one or more Parties pursuant to Section 2.11(b) shall be paid by the Independent Auditor such that relevant Party or Parties by wire transfer of immediately available funds to an account specified in writing by the party prevailing receiving party, on or prior to the greater dollar value of such disputes pays fifth (5th) business day following the lesser proportion of the fees and expenses. For example, if Buyer challenges date on which the calculation of any items underlying the Cash Amount becomes final and binding. (d) Following Viamet’s delivery of the Preliminary Cash Amount to SpinCo until the final resolution of all disputes relating to the Preliminary Cash Amount and the Cash Amount, each of Viamet and SpinCo shall afford to the other party and its Representatives, reasonable access, upon reasonable notice during normal business hours, to the personnel, properties, books and records of such first party and its Affiliates to the extent relevant to the preparation or evaluation of the calculation of Closing Transaction Expenses in the net amount Preliminary Cash Amount or the final Cash Amount; provided that such access shall not (i) unreasonably disrupt the normal operations of $1,000,000, such first party or any of its Affiliates or (ii) include any access to (x) any books and the Independent Auditor determines records that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (are subject to the Company Stockholder Representative’s right attorney-client, work-product or other privilege or (y) any working papers of any independent accountants unless and until customary confidentiality and hold harmless agreements relating to be indemnified by such access to working papers in form and substance reasonably acceptable to the Pre-Reverse Split Company Stockholders disclosing party and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) independent accountants have been executed and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditordelivered.

Post-Closing Adjustment. (a) As soon as reasonably practicable following After the Closing Date, Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees (and those of the Project Company) as are reasonably requested in any event within sixty (60) calendar connection with the matters addressed in this Section 2.6. Within 60 days thereofafter the Closing Date, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of determine the Closing Indebtedness Amount Date Net Working Capital and the Closing Transaction ExpensesCapital Expenditures Adjustment and shall provide Seller with written notice of such determination, prepared in accordance along with GAAP reasonable supporting information and calculations (the “Post-Closing Adjustment ScheduleBuyer’s Determination”). . (b) If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment ScheduleSeller object to Buyer’s Determination, then it shall notify provide Buyer of such disagreement in writing written notice thereof within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including 30 days after receiving Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely Determination; provided, that Seller and Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for agreed upon all purposes items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Closing Date Net Working Capital, within 120 days after the Closing Date, the Parties shall refer such dispute to a firm of nationally recognized independent public accountants mutually acceptable to Buyer and Seller (the “Independent Accountants”), which firm shall make a final and binding determination as to only those matters in dispute with respect to this Section 2.6(b) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement. (b) In . Each Party shall bear and pay one-half of the event that any disputed items fees and other costs charged by the Independent Accountants. If Seller does not object to Buyer’s Determination within the time period and in the manner set forth in a Dispute Notice remain unresolved after thirty (30the first sentence of this Section 2.6(b) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amountif Seller accept Buyer’s Determination, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, Date Net Working Capital and the Capital Expenditures Adjustment Amount as calculated by the Independent Auditor set forth in Buyer’s Determination shall conclusive, become final and binding on upon the parties hereto Parties for all purposes hereunder. All fees . (c) If the Closing Date Net Working Capital and expenses of the Independent Auditor relating to Capital Expenditures Adjustment (as agreed between the work, if any, to be performed Parties or as determined by the Independent Auditor hereunder Accountants or otherwise) (the “Final Adjustment”) is greater than the amounts related to such adjustments in the Adjustment Estimate, then Buyer shall be borne pro rata as between Buyerpay Seller, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders within 5 Business Days after such amounts are agreed or determined pursuant to Section 3.9(d2.6(b), if such expenses exceed by wire transfer of immediately available funds to an account designated by Seller, the Representative Expense Fund), on difference between the other hand, in proportion to the allocation of the dollar value of Final Adjustment and the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth related to such adjustments in the written submissions Adjustment Estimate and if the Final Adjustment is less than the amounts related to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses adjustments in the net amount of $1,000,000Adjustment Estimate, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expensesthen Seller shall pay Buyer, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders within 5 Business Days after such amounts are agreed or determined pursuant to Section 3.9(d2.6(b), if by wire transfer of immediately available funds to an account designated by Buyer, the difference between the Final Adjustment and the amounts related to such expenses exceed adjustments in the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorAdjustment Estimate.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within five (5) Business Days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer the Company shall prepare and deliver to the Purchaser a certificate, executed on behalf of the Company Stockholder Representative a schedule setting forthby an authorized officer of the Company, that sets forth the total number of Class A Shares (the “Closing Date Shares”) which, in reasonable detailaggregate, Bxxxx’s good faith calculations represents eighteen and one-half percent (18.5%) of the Adjustment Amount, including calculations total Ordinary Shares as of the Closing Indebtedness Amount and Date, as rounded up to the Closing Transaction Expensesnearest multiple of eighteen (18), prepared in accordance with GAAP calculated on a fully-diluted basis (as defined herein) after giving effect to the issuance of Issued Shares to the Purchaser (the “Post-Closing Adjustment ScheduleDate Shares Notice”). . (b) If the total Closing Date Shares exceeds the Purchased Shares purchased by the Purchaser on the Closing Date, the Purchaser shall have the option, exercisable in its sole discretion by written notice to the Company Stockholder Representative shall disagree with any calculations in (the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing “Additional Issued Shares Election Notice”) within five (5) Business Days from the receipt of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such periodDate Shares Notice, the “Response Date”)to purchase, setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet issue and attempt sell to the Purchaser, such number of additional Class A Shares (the “Additional Issued Shares”) specified by the Purchaser in good faith the Additional Issued Shares Election Notice, which shall not exceed the difference between (i) the total Closing Date Shares, less (ii) the total Issued Shares purchased by the Purchaser on the Closing Date. The purchase price shall be US$30.50 per each 18 Additional Issued Shares, and the aggregate purchase price for the Additional Issued Shares (the “Additional Issued Shares Purchase Price”) shall be that per share price multiplied by the total number of Additional Issued Shares elected to resolve be acquired by the disputed item(sPurchaser (c) and negotiate an agreed-upon determination The closing of the items relating to such disputeissuance and sale by the Company, and any such agreed-upon items the purchase by the Purchaser, of the Additional Issued Shares shall take place on the date specified by the Purchaser in the Additional Issued Shares Election Notice, which date shall be deemed to have been finally determined for all purposes of this Agreement. within twenty (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (3020) days following the day on which date of the disagreement is referred to the Independent Auditor)Additional Issued Shares Election Notice. The Independent Auditor shall base its determination solely on At such closing: (i) the written submissions Purchaser shall pay the Additional Issued Shares Purchase Price to the Company for the Additional Issued Shares to be issued and sold to the Purchaser at such closing, by electronic bank transfer of immediately available funds to the parties and shall not conduct an independent investigation and Funds Account; and (ii) the extent Company shall deliver to the Purchaser (if anyA) to which a share certificate representing the any Additional Issued Shares, duly executed on behalf of the Adjustment AmountCompany and registered in the name of the Purchaser, and (B) a certified copy of the register of members of the Company, reflecting the Purchaser’s ownership of the Additional Issued Shares (as well as the Purchaser Shares acquired by the Purchaser on the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(dDate), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable following After the Closing Date, Sellers and in any event within sixty (60) calendar days thereof, Buyer shall prepare cooperate and deliver provide each other access to their or their Affiliates’ respective books, records and employees to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations extent related to the ownership or operation of the Adjustment AmountAcquired Companies, including calculations and Buyer shall use its commercially reasonable efforts to provide Sellers access to the books, records and employees related to each Coal Participant Project, all as reasonably requested in connection with the matters addressed in this Section 2.6. Within ninety (90) days after the Closing Date (the “Determination Period”), Sellers shall determine the Net Working Capital Difference and the CapEx Difference as of the Closing Indebtedness Amount and the Closing Transaction Expensesshall provide Buyer with written notice of such determination, prepared in accordance along with GAAP reasonable supporting information and calculations (the “Post-Closing Adjustment ScheduleSellers Determination”). If the Company Stockholder Representative shall disagree with any calculations ; provided that in the Post-Closing Adjustment Schedule, it shall notify event Buyer of such disagreement in writing within five (5) Business Days has not provided Sellers with access to any information required to calculate the Sellers Determination prior to the expiration of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such periodDetermination Period pursuant to this Section 2.6(a), the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation end of the Adjustment Amount and the components thereof, Determination Period shall be final, binding tolled until Buyer is able to obtain and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to provide Sellers with such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementrequired information. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute NoticeIf Buyer objects to Sellers Determination, such remaining disagreements then it shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than Sellers written notice thereof within thirty (30) days following after receiving Sellers Determination. If the day Parties are unable to agree on which the disagreement is referred to Net Working Capital Difference or the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions CapEx Difference, as applicable, as of the parties and shall not conduct an independent investigation and Closing, within thirty (ii30) the extent days of Sellers’ receipt of such objection (if any) to which the any as such time period may be extended by mutual agreement of the Adjustment AmountParties), the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only Parties shall refer such dispute to a nationally-recognized public accounting firm that is independent with respect to each of the remaining disagreements submitted Parties (within the meaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expertprovided in this Section 2.6(b), not an arbitrator. Absent manifest error or fraudanother firm of independent public accountants mutually acceptable to Buyer and Sellers, the determination of such disputed items by Independent Auditor which firm shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, make a final and binding determination as to all matters in dispute (and only such matters) on a timely basis and promptly shall notify the parties hereto for all purposes hereunderParties in writing of its resolution. All fees and expenses Such firm shall not have the power to modify or amend any term or provision of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyerthis Agreement. Sellers, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Buyer, on the other hand, in proportion to the allocation shall each bear and pay one-half (1/2) of the dollar value of fees and other costs charged by such accounting firm. If Buyer does not object to Sellers Determination within the amounts time period and in dispute as between Buyer and the Company Stockholder Representative (manner set forth in the written submissions to first sentence of this Section 2.6(b) or if Buyer accepts Sellers Determination, the Independent AuditorNet Working Capital Difference and the CapEx Difference, as applicable, as set forth in Sellers Determination shall become final and binding upon the Parties for all purposes hereunder. (c) made If the sum of the Net Working Capital Difference and the CapEx Difference as of the Closing (as agreed between the Parties or as determined by the Independent Auditor above-referenced accounting firm or otherwise) is greater than or less than the sum of the NWC Difference Estimate and the CapEx Difference Estimate, then Buyer shall pay Sellers, or Sellers shall pay Buyer, respectively, within ten (10) Business Days after such that amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by the party prevailing on payee, the greater dollar value difference between such amounts plus interest thereon at the Interest Rate from the Closing Date through and including the date of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorpayment.

Post-Closing Adjustment. (a) As soon as reasonably practicable following After the Closing Date, the Sellers and Parent shall cooperate with each other and provide each other with such access to their respective relevant books, records (including, closing trial balances and detailed reconciliations of balance sheet accounts) and employees (and those of the Acquired Companies) as they may reasonably request in any event within sixty connection with the matters addressed in this Section 2.06. Within ninety (6090) calendar days thereofafter the Closing Date, Buyer Parent shall prepare and deliver to the Company Stockholder Representative Sellers a schedule statement (the “Parent’s Statement”) setting forth, in reasonable detail, Bxxxx’s good faith calculations forth its calculation of the Purchase Price (including the Closing Date Net Working Capital Adjustment Amount, including calculations of the Closing Indebtedness Date Cash Amount and the Closing Transaction Expenses, prepared in accordance RGGI Adjustment Amount) together with GAAP reasonable supporting information and calculations. (the “Post-Closing Adjustment Schedule”). b) If the Company Stockholder Representative Sellers object to any matter set forth on Parent’s Statement, then they shall disagree with any calculations in provide Parent written notice thereof within thirty (30) days after receiving the Post-Closing Adjustment ScheduleParent’s Statement, it which notice shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth specify in reasonable detail the particulars of basis for such disagreement (such noticedispute and the disputed items; provided, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount Sellers and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Parent shall be deemed to have been finally determined for agreed upon all purposes of this Agreement. (b) In items and amounts that are not disputed by the event that Sellers in such written notice. If the Parties are unable to agree on any disputed items matter set forth on Parent’s Statement disputed by the Sellers in accordance with this Section 2.06(b), within one hundred thirty-five (135) days after the Closing Date, the Parties shall refer such dispute to KPMG LLP or, if KPMG LLP declines to act as provided in this Section 2.06(b), a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing independent public accountants, mutually acceptable to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx Parent and the Company Stockholder Representative Sellers (such firm, the “Independent AuditorAccountants”). Each of Buyer , and the Company Stockholder Representative Parties shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, cause such firm to make a final and binding determination as applicable, to only those matters in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination dispute with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than this Section 2.06(b) on a timely basis, and, in any event, within thirty (30) days following its appointment, and shall cause such firm promptly to notify the day on which the disagreement is referred to Parties in writing of its resolution. The Parties shall not authorize the Independent Auditor)Accountants to modify or amend any term or provision of this Agreement or modify items previously agreed among the Parties. The Independent Auditor shall base its determination solely on (i) the written submissions of the parties fees and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated other costs charged by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder Accountants shall be borne pro rata as between Buyerby Parent, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Sellers, on the other hand, in proportion to the allocation amounts by which their proposed calculations of the dollar value Purchase Price as initially submitted to the Independent Accountant differed from the Independent Accountant’s final calculation of the amounts Purchase Price divided by the aggregate amount by which such proposed calculations of the Purchase Price differed from the Independent Accountant’s final calculation of the Purchase Price. If the Sellers do not object to any matter set forth on Parent’s Statement within the time period and in dispute as between Buyer and the Company Stockholder Representative (manner set forth in the written submissions to first sentence of this Section 2.06(b) or if the Independent AuditorSellers accept the Parent’s Statement, then the Parent’s Statement shall become final and binding upon the Parties for all purposes hereunder. (c) made If the Purchase Price, as finally determined as provided in Section 2.06(b) (as agreed between the Parties or as determined by the Independent Auditor Accountants), (i) exceeds the Estimated Purchase Price, then Parent shall pay the Blocker Sellers and the Non-Blocker Members an amount equal to the amount of such that excess (to be apportioned among the party prevailing Blocker Sellers and the Non-Blocker Members as provided in writing by the Blocker Sellers and the Non-Blocker Members based on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses principles set forth in the net amount of $1,000,000Payout Schedule), and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor within five (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders 5) Business Days after such amounts are agreed or determined pursuant to Section 3.9(d2.06(b), if by wire transfer of immediately available funds to an account or accounts designated with respect to such expenses exceed Blocker Sellers and Non-Blocker Members in the Representative Expense FundPayout Schedule; or (ii) is less than the Estimated Purchase Price, then Parent and Buyer the Sellers shall bear notify the remaining 40% Escrow Agent to disburse to Parent from the Escrow Account in accordance with the Escrow Agreement an amount equal to the amount of any such shortfall within five (5) Business Days after such amounts are agreed or determined pursuant to Section 2.06(b); or (iii) is equal to the fees and expenses of the Independent AuditorEstimated Purchase Price, then no payment shall be made pursuant to this Section 2.06.

Post-Closing Adjustment. (ai) As soon as reasonably practicable Within sixty (60) days following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Seller shall prepare and deliver to the Company Stockholder Representative Buyer a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP statement (the “Post-Closing Adjustment ScheduleStatement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. If Buyer shall have thirty (30) days to review the Company Stockholder Representative shall disagree with any calculations in Closing Statement following receipt thereof. On or before the Post-Closing Adjustment Schedule, it shall notify Buyer end of such disagreement in writing within five (5) Business Days of 30-day review period, Buyer may object to the date Buyer delivers the Post-Closing Adjustment Schedule Statement by written notice to Seller (the last day of such period, the “Response DateObjection Notice”), setting forth in Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable detail the particulars of such disagreement (such noticesupporting material therefor), a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including and shall set forth Buyer’s calculation of the Purchase Price Adjustment Amount and based on such objections. To the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely providedextent not set forth in a timely-delivered Objection Notice, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for agreed with Seller’s calculation of all purposes other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of this Agreementthe Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period. (bii) In If Buyer timely delivers an Objection Notice to Seller, Buyer and Seller shall, during the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days day period following such delivery (or any mutually agreed extension thereof), use their commercially reasonable efforts to negotiate and reach agreement on the disputed items and amounts in order to determine the amount of the delivery Purchase Price Adjustment. If, at the end of such period (or any mutually agreed extension thereof), the Dispute NoticeParties are unable to resolve their disagreements, such remaining they shall jointly retain and refer their disagreements shall be resolved by an to a nationally recognized independent accounting or financial consulting firm of recognized national standing to be mutually selected by Seller (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorAccountant”). Each of Buyer The Parties shall instruct the Independent Accountant to promptly review this Section 2.6 and to determine solely with respect to the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amountdisputed items and amounts so submitted whether and to what extent, if any, the Closing Indebtedness Amount and/or Purchase Price Adjustment set forth in the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent AuditorStatement requires adjustment. The Independent Auditor Accountant shall be instructed to render base its determination with respect to such disagreements solely on written submissions by Buyer and Seller. As promptly as soon as reasonably possible (which the parties hereto agree should not be practicable, but in no event later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base after its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed itemretention, the Independent Auditor Accountant shall deliver to Buyer and Seller a report which sets forth its resolution of the disputed items and amounts and its calculation of the Purchase Price Adjustment; provided that the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party Party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitratorParty. Absent manifest error or fraud, The decision of the determination of such disputed items by Independent Auditor Accountant shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunderParties. All fees The costs and expenses of the Independent Auditor relating Accountant shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the workamount actually contested by such party, if any, to be performed as determined by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject Accountant. The Parties agree to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d)execute, if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made requested by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For exampleAccountant, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses a reasonable engagement letter, including customary indemnities in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses favor of the Independent Auditor (subject to Accountant. The Parties shall cooperate and shall furnish each other and, if applicable, the Company Stockholder Representative’s right to Independent Accountant, with such documents and other records that may be indemnified by reasonably requested in connection with the Pre-Reverse Split Company Stockholders preparation, review and final determination of the Closing Statement and Purchase Price Adjustment and the Company Stockholders pursuant to other matters addressed in this Section 3.9(d2.6. (iii) For purposes of this Section 2.6(c), if such expenses exceed “Final Purchase Price Adjustment” means the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.Purchase Price Adjustment:

Post-Closing Adjustment. (ai) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Purchaser shall prepare and deliver to Peanuts Seller within ninety (90) calendar days following the Company Stockholder Representative Closing Date a schedule statement setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations forth its calculation of the Closing Indebtedness Amount and Working Capital, which statement shall contain a balance sheet of the Peanuts Business as of the Closing Transaction ExpensesDate (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”). The Closing Date Statement shall be prepared using the same accounting methods, prepared practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used to calculate the Estimated Working Capital and calculated in the manner set forth in the template attached hereto as Exhibit J. (ii) If Peanuts Seller does not notify Purchaser in writing within forty-five (45) calendar days after Peanuts Seller’s receipt of the Closing Date Statement that it disputes any of the information or calculations provided to Peanuts Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Peanuts Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Peanuts Seller may, within forty-five (45) calendar days after delivery of such statement to it, deliver a written notice to Purchaser stating the existence and nature of such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Peanuts Seller disagrees. If such notice of disagreement is delivered, the parties shall use their reasonable best efforts to reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such period, then the issues in dispute will be submitted to a mutually agreed firm of nationally recognized independent certified public accountants (the “Accountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Closing Adjustment in an amount higher than the Closing Adjustment proposed by Peanuts Seller or an amount lower than the Closing Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with GAAP the provisions of this Section 3.2 shall be conclusive and binding on the parties. Peanuts Seller and Purchaser shall each pay one-half of the fees and expenses charged by the Accountants. (iii) If there is a Working Capital Deficiency (as determined pursuant to Section 3.2(b)(ii)), on a net basis after taking into account the “Post-Closing Adjustment Schedule”). If Working Capital determined under the Company Stockholder Representative Strawberry Shortcake Transaction Agreement, Peanuts Seller shall disagree with any calculations in pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, the Post-Closing Adjustment Schedule, it shall notify Buyer amount of such disagreement in writing Working Capital Deficiency within five (5) Business Days of after the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon final determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth Closing Working Capital made in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”accordance with Section 3.2(b)(ii). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, If there is a Working Capital Excess (as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders determined pursuant to Section 3.9(d3.2(b)(ii), if such expenses exceed the Representative Expense Fund), on a net basis after taking into account the other handClosing Working Capital determined under the Strawberry Shortcake Transaction Agreement, in proportion Purchaser shall pay to Peanuts Seller by wire transfer of immediately available funds to an account designated by Peanuts Seller, the allocation amount of such Working Capital Excess within five (5) Business Days after the final determination of the dollar value of the amounts Closing Working Capital made in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to accordance with Section 3.9(d3.2(b)(ii), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable following after the Closing, but no later than 90 days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Seller shall prepare and deliver determine the actual adjustment to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations Base Purchase Price pursuant to Section 2.02(b) and Section 2.02(c) as of the Closing Indebtedness Amount Date. Seller and Buyer shall cooperate and provide each other access to their respective books and records (and those of the Closing Transaction ExpensesCompanies) as are reasonably requested in connection with the matters addressed in this Section 2.06. Seller shall provide Buyer with written notice of such determinations within such 90 days, prepared in accordance along with GAAP reasonable supporting information (the “Seller’s Post-Closing Adjustment ScheduleEstimate”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that If Buyer objects to any disputed items determinations set forth in a Dispute Notice remain unresolved Seller’s Post-Closing Estimate, then it shall provide Seller written notice thereof within 20 Business Days after thirty (30) calendar days receiving Seller’s Post-Closing Estimate. If the Parties are unable to agree on the disputed amounts as of the delivery of Closing Date within 150 days after the Dispute NoticeClosing Date or such longer time as may be agreed by the Parties, the Parties shall refer such remaining disagreements shall be resolved by dispute to an independent internationally recognized accounting or financial consulting firm that is not the principal accounting firm of recognized national standing either Buyer or Seller, mutually acceptable to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative Seller, which firm shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign make a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for determination as to all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts matters in dispute as between Buyer (and only such matters) on a timely basis and promptly shall notify the Company Stockholder Representative (set forth Parties in writing of its resolution. Such firm shall not have the written submissions power to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value modify or amend any term or provision of such disputes pays the lesser proportion this Agreement. Each Party shall bear and pay one-half of the fees and expenses. For exampleother costs charged by such accounting firm. (c) If the Base Purchase Price adjusted using such actual values (as agreed or determined by the above-referenced accounting firm) (the “Final Purchase Price”) is greater than the Estimated Purchase Price, if then Buyer challenges shall, or shall cause one of the calculation Companies to, pay Seller within 10 Business Days after such actual values are agreed or determined, by wire transfer of any items underlying immediately available funds, the calculation of Closing Transaction Expenses in difference between the net amount of $1,000,000, Final Purchase Price and the Independent Auditor determines that Estimated Purchase Price plus interest thereon at the Company has a valid claim that $400,000 Interest Rate from the Closing Date through and including the date of such payment. If the $1,000,000 claimed Final Purchase Price is less than the Estimated Purchase Price, then Seller shall pay Buyer within 10 Business Days after such actual values are agreed or determined, by Buyer do not constitute Closing Transaction Expenseswire transfer of immediately available funds, the Company Stockholder Representative difference between the Estimated Purchase Price and the Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. In each case, the recipient Party shall bear 60% of designate the fees and expenses of the Independent Auditor (subject account to which such payment is to be made at least two Business Days prior to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if date such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorpayment is due.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within 45 days after the Closing, IDT will deliver to UTCG (with a copy to Escrow Agent), a final statement setting forth certain agreed upon information concerning the Company’s business for the period from August 1, 2009 through the Closing DateDate (the “Final Statement”) as well as directions for the disbursement of funds, and in any event within sixty (60) calendar days thereofif any, Buyer shall prepare and deliver to UTCG, from the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared escrow in accordance with GAAP previously agreed upon criteria (the “Post-Closing Adjustment SchedulePayment”) with the remainder to be disbursed to IDT. The Final Statement will be final and binding upon the parties for all purposes, unless UTCG notifies IDT, not later than fifteen (15) days after UTCG’s receipt of the Final Statement, of a good faith disagreement with the Final Statement (the “Disagreement”). If Such notice of Disagreement will specify all items as to which there is a Disagreement and an explanation of the Company Stockholder Representative shall disagree with basis for any calculations Disagreement. UTCG’s failure to timely notify IDT in writing of the Post-Closing Adjustment Schedule, it shall notify Buyer existence of such disagreement in writing within five (5) Business Days a Disagreement will be deemed as, for all purposes, UTCG’s acceptance of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this AgreementFinal Statement. (b) In UTCG and IDT will attempt, in good faith, to resolve any Disagreement. If the event that parties are unable to resolve any disputed items set forth in a Dispute Notice remain unresolved after such Disagreement within thirty (30) calendar days from the date of receipt by IDT of notice from UTCG of the delivery of Disagreement, either party may request, by delivering written notice to the Dispute Noticeother, that such remaining disagreements shall Disagreement be resolved by an independent accounting firm jointly selected by the parties that has not provided material services to either party or financial consulting firm of recognized national standing their respective affiliates during the three (3) years immediately prior to be mutually selected its retention for such matter (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent AuditorAccountants”). If UTCG and IDT do not agree on the Accountants within ten (10) days after either requests that the Disagreement be submitted to the Accountants for resolution, then each of UTCG and IDT will nominate its selection to serve as the Accountants and those two nominated accountants will select a third accountant within ten (10) days, which third accountant will serve as the Accountants. If either party does not notify the other in writing of its selection to serve as the Accountants within ten (10) days after either requests that the Disagreement be submitted to the Accountants for resolution, then the accountants nominated by the other will serve as the Accountants. Each of Buyer UTCG and IDT will submit to the Company Stockholder Representative shall promptly provide Accountants within ten (10) days after selection of the Accountants is completed its proposal concerning what the Final Statement should be and all relevant financial data supporting its proposal. After completing their respective assertions regarding review of the Adjustment AmountDisagreement, the Closing Indebtedness Amount and/or Accountants will resolve each item in dispute in accordance with the Closing Transaction Expenses, as applicable, terms of this Agreement and will confirm their conclusion in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than within thirty (30) days following after the day on which the disagreement is referred to the Independent AuditorAccountants receive any proposals and supporting information timely submitted in accordance with this paragraph (b). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by decision of the Independent Auditor shall conclusive, Accountants will be final and binding on upon the parties hereto for all purposes hereunderand enforceable in any court of competent jurisdiction, absent manifest error. All The fees and expenses costs of the Independent Auditor relating to the workAccountants, if any, in connection with resolving the Disagreement will be paid one-half by UTCG and one-half by IDT. (c) Within five (5) days from the earliest to be performed by occur of (A) the Independent Auditor hereunder shall be borne pro rata as between Buyeracceptance in writing, on the one hand, and the Company Stockholder Representative (subject provided to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders Escrow Agent, of Xxxxx and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation IDT of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (determination set forth in the Final Statement, (B) the written submissions notification of IDT to the Independent AuditorEscrow Agent that UTCG did not provide notice to IDT of its Disagreement within the time period set forth in sub-section (a) made above, or (iii) the delivery to the parties by the Independent Auditor such that Accountants of their written conclusion pursuant to sub-section (b) above, the party prevailing on Escrow Agent will disburse to UTCG the greater dollar value of such disputes pays Adjustment Payment (which amount shall in no event exceed $500,000, or be a negative number), (i) in accordance with the lesser proportion written instructions provided pursuant to the Final Statement, or (ii) as determined pursuant to the procedure set forth in sub-section (b) above, in either case with the remainder of the fees and expensesamount held by the Escrow Agent being disbursed to IDT. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses The parties agree that in the net amount of $1,000,000, and event the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor Litigation Payment is made to UTCG (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d1.3(c) above) prior to disbursement of an Adjustment Payment to UTCG under this Section 1.6, the Adjustment Payment, when and if due, shall be reduced by one-half (1/2), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable No later than ninety (90) days following the Closing Date, Purchaser will cause to be prepared and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver delivered to the Company Stockholder Representative Partnership a schedule statement setting forth, in reasonable detail, Bxxxx’s good faith calculations forth its calculation of the Closing Balance of Inventories, the Employee Leasing Cost, the Closing Balance of Inventories Adjustment and the Closing Adjustment Amount, including calculations which statement shall contain a consolidated balance sheet of the Closing Indebtedness Amount and Partnership, as of the opening of business on the Closing Transaction Expenses, prepared in accordance with GAAP Date (without giving effect to the transactions contemplated herein) (the “Post-Closing Adjustment ScheduleStatement”). If the Company Stockholder Representative shall disagree with any calculations in , reasonable supporting detail and a certificate of Purchaser that the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement Statement was prepared in writing within accordance with Accounting Principles. (b) Within forty-five (545) Business Days days following receipt by the Partnership of the date Buyer delivers the Post-Closing Adjustment Schedule Statement, the Partnership shall deliver written notice to Purchaser of any dispute the Partnership has with respect to the calculation, preparation or content of the Post-Closing Statement (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In ; provided, that if the event that the Company Stockholder Representative Partnership does not provide a deliver any Dispute Notice on or prior to 5:00pm Eastern Time on the Response DatePurchaser within such forty-five (45) day period, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall Statement will be final, conclusive and binding on the partiesParties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that the Partnership disputes and (ii) the correct amount of such item; provided, that the Partnership may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are not in accordance with the Accounting Principles. Upon receipt by Purchaser of a Dispute Notice, Purchaser and the Partnership shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and the Partnership fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and the Partnership jointly shall engage, within ten (10) business days following the expiration of the Dispute Resolution Period, Xxxxx Xxxxxxxx or, if Xxxxx Xxxxxxxx is unavailable or conflicted, another nationally recognized independent accounting firm selected jointly by Purchaser and the Partnership (the “Independent Accounting Firm”) to resolve any such dispute; provided, that, if Purchaser and the Partnership are unable to agree on the Independent Accounting Firm, then Purchaser, on the one hand, and the Adjustment Amount Partnership, on the other hand, shall each select a nationally recognized independent accounting firm, and the two (2) firms will mutually select a third nationally recognized independent accounting firm to serve as calculated the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and the Partnership shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Purchaser and the Partnership shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the Parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Purchaser or the Partnership, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Purchaser or the Partnership, as applicable, in their respective presentations to the Independent Accounting Firm described. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Auditor Accounting Firm shall conclusive, final be limited to whether any disputed determinations of the Post-Closing Statement and binding on each of its components were properly calculated in accordance with the parties hereto for all purposes hereunderAccounting Principles. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder Accounting Firm shall be borne pro rata as between Buyer, equally by Purchaser (on the one hand, ) and the Company Stockholder Representative Partnership (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) ). All determinations made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000Accounting Firm, and the Post-Closing Statement, as modified by the Independent Auditor determines Accounting Firm, will be final, conclusive and binding on the Parties. The Parties agree that any adjustment as determined pursuant to this Section 2.14(b) shall be treated as an adjustment to the Company has a valid claim that $400,000 Purchase Price, except as otherwise required by applicable Law. (c) For purposes of complying with the terms set forth in this Section 2.14, each of Purchaser and the Partnership shall reasonably cooperate with each other in good faith and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent related to the Partnership and its subsidiaries, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the $1,000,000 claimed by Buyer do not constitute Post-Closing Transaction ExpensesStatement and the resolution of any disputes thereunder. (d) If the Estimated Closing Adjustment Amount minus the finally determined Closing Adjustment Amount (such difference, which may be a positive or a negative number, the Company Stockholder Representative “Post-Closing Adjustment”) is a negative number, the Purchaser and the Partnership shall bear 60% within three (3) business days of the fees and expenses final determination of the Independent Auditor (subject Closing Adjustment Amount issue joint written instructions directing the Escrow Agent to effect an Escrow Principal Reduction in an amount equal to the Company Stockholder Representative’s right absolute value of the Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, Purchaser shall within three (3) business days of the final determination of the Closing Adjustment Amount, pay to be indemnified the Partnership an amount of cash equal to the Post-Closing Adjustment by wire transfer of immediately available funds to an account designated in writing by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorPartnership.

Post-Closing Adjustment. (aA) As soon as reasonably practicable following Within sixty (60) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Purchaser shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations provide Sellers balance sheets of the Adjustment Amount, including calculations Companies (the “Purchaser Determinations”) which will constitute Purchaser’s determination of Net Book Value of the Closing Indebtedness Amount and Companies (without duplication in the Closing Transaction Expensescase of subsidiaries), prepared computed in accordance with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) effective as of the Closing. If within thirty days following delivery of the Purchaser Determinations, Sellers have not given Purchaser notice of an objection to the Purchaser Determinations (such notice must contain a statement of the basis of Sellers’ objection), then the calculations of Net Book Value of the Companies reflected in the Purchaser Determinations will be final. If Sellers give notice of objection, then the issues in dispute will be submitted to Ernst & Young, LLP, certified public accountants (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response DateAccountants”), setting for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in reasonable detail a notice delivered to both parties by the particulars of such disagreement (such noticeAccountants, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall will be final, binding and conclusive for all purposes hereunder. In on the event any Dispute Notice is timely provided, Buyer parties; and the Company shall promptly meet (iii) Purchaser and attempt in good faith to resolve the disputed item(sSellers will each bear fifty percent (50%) and negotiate an agreed-upon determination of the items relating to fees of the Accountants for such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementdetermination. (bB) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty Net Book Value is less than Thirty-Eight Million and No/100 Dollars (30$38,000,000.00) calendar days of the delivery of the Dispute Notice, such remaining disagreements Purchase Price shall be resolved reduced dollar for dollar by an independent accounting or financial consulting firm of recognized national standing to any deficiency. All payments will be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and made together with interest at the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, Federal Funds rate beginning on the Closing Indebtedness Amount and/or and ending on the Closing Transaction Expenses, as applicable, date of payment. Payments must be made in writing immediately available funds. Payments to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall Purchaser must be instructed to render its determination with respect made by wire transfer to such disagreements bank account as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorPurchaser will specify.

Post-Closing Adjustment. The Cash Consideration set forth in Section 1.2(a) shall be subject to adjustment after the Closing Date as follows: (a) As soon as reasonably practicable following Within 30 days after the Closing Date, and in any event within sixty (60) calendar days thereof, the Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of Parent the Closing Indebtedness Amount and the Statement. The Closing Transaction Expenses, Statement shall be prepared in accordance with UK GAAP (and on a consistent basis with the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations accounting principles, practices, procedures, policies, methods, format and presentation that were employed in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days preparation of the date Buyer delivers Most Recent Balance Sheet and the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereofNet Asset Value as of September 30, shall be final2006, binding and conclusive for all purposes hereunder. In the event any Dispute Notice which is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination attached hereto as Schedule 1.4 by way of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementexample. (b) In The Parent shall deliver to the event Buyer, within 30 days after delivery by the Buyer to the Parent of the Closing Statement, either a notice indicating that any disputed items the Parent accepts the Closing Statement or a statement describing the Parent’s objections to the Closing Statement, which statement of objections shall describe in detail the specific nature and amount of each objection and shall state in detail all bases upon which the Parent believes the Closing Statement is not in conformity with the requirements set forth in Section 1.4(a). If the Parent delivers to the Buyer a Dispute Notice remain unresolved after thirty (notice accepting the Closing Statement, or the Parent does not deliver a written objection to the Closing Statement within such 30) calendar days -day period, then, effective as of the earlier of the date of delivery of such notice of acceptance or as of the Dispute Noticeclose of business on such 30th day, the Closing Statement shall be deemed to be accepted by the Parent. (c) If the Parent timely objects to the Closing Statement, such remaining disagreements objections shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected as follows: (neither party to unreasonably withhold, condition or delay their selectioni) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of The Buyer and the Company Stockholder Representative Parent shall promptly provide their respective assertions regarding first use reasonable efforts to resolve such objections. (ii) If the Adjustment AmountBuyer and the Parent are able to resolve such objections within 30 days after delivery to the Buyer of such statement of objections, the Closing Indebtedness Amount and/or Buyer and the Closing Transaction ExpensesParent shall, as applicablewithin 30 days after delivery of such statement of objections, in writing jointly prepare and sign a statement setting forth the Net Asset Value, which amount shall reflect the resolution of objections agreed to by the Buyer and the Parent. (iii) If the Buyer and the Parent do not reach a resolution of all objections set forth on the Parent’s statement of objections within 30 days after delivery of such statement of objections, the Buyer and the Parent shall, within 30 days after the expiration of such 30-day period, (A) jointly prepare and sign a statement setting forth (1) those objections (if any) that the Buyer and the Parent have resolved and the resolution of such objections and (2) the Unresolved Objections and (B) engage the Neutral Accountant to resolve the Unresolved Objections. (iv) The Buyer and the Parent shall jointly submit to the Independent Auditor and to each other as promptly as possible Neutral Accountant, within 10 days after the date of the engagement of the Independent AuditorNeutral Accountant (as evidenced by the date of the engagement agreement), a copy of the Closing Statement, a copy of the statement of objections delivered by the Parent to the Buyer, and the joint statement referred to in Section 1.4(c)(iii)(A) above. Each of the Buyer and the Parent shall submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 30 days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Parent may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other Party on the same day), within 60 days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other Party. Unless requested by the Neutral Accountant in writing, neither the Buyer nor the Parent may present any additional information or arguments to the Neutral Accountant, either orally or in writing. (v) The Buyer and the Parent shall instruct the Neutral Accountant (A) to limit the scope of its review and authority to resolving the Unresolved Objections, and (B) to issue a ruling which sets forth the resolution of each Unresolved Objection and includes a statement setting forth the Net Asset Value, reflecting the Neutral Accountant’s resolution of the Unresolved Objections. (vi) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Sellers absent manifest error. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which Buyer and the parties hereto Sellers agree should not be later than thirty (30that the procedure set forth in this Section 1.4(c) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only for resolving disputes with respect to the remaining disagreements submitted to Closing Statement shall be the Independent Auditor) in order to be determined. In sole and exclusive method for resolving any disputed item, such disputes; provided that this provision shall not prohibit any Party from instituting litigation to enforce the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses ruling of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative Neutral Accountant. (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between vii) The Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative Parent shall bear 60% of share equally the fees and expenses of the Independent Auditor Neutral Accountant for its services under this Section 1.4(c). (subject d) If the Net Asset Value as shown on the Final Closing Statement is less than the Benchmark Net Asset Value, the Cash Consideration shall be reduced by such deficiency and the Parent shall pay or cause to be paid to the Company Stockholder Representative’s right Buyer, by wire transfer or other delivery of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.4, an amount equal to such deficiency. If the Net Asset Value as shown on the Final Closing Statement exceeds the Benchmark Net Asset Value, the Cash Consideration shall be increased by such excess amount and the Buyer shall pay or cause to be indemnified paid to the Sellers, by wire transfer or other delivery of immediately available funds, within three Business Days after the Pre-Reverse Split Company Stockholders and date on which the Company Stockholders Final Closing Statement is finally determined pursuant to this Section 3.9(d)1.4, if an amount equal to such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorexcess.

Post-Closing Adjustment. (ai) As soon as reasonably practicable following the Closing Datepracticable, and in any event within but no later than sixty (60) calendar days thereofafter the Closing Date, Buyer shall prepare and deliver to Seller a statement (the Company Stockholder Representative “Closing Statement”) setting forth Buyer’s calculation of (A) the Closing Date Cash, (B) the Closing Date Indebtedness, (C) the Net Working Capital Adjustment Amount, (D) the Transaction Expenses and (E) the Final Purchase Price. Buyer’s calculations set forth in the Closing Statement (collectively, the “Proposed Purchase Price Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such amounts. (ii) Within sixty (60) days of receipt of the Closing Statement, Seller may provide written notice to Buyer disputing all or a schedule setting part of the Proposed Purchase Price Calculations (such notice, a “Purchase Price Dispute Notice”). If Seller does not provide a Purchase Price Dispute Notice to Buyer within such sixty-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement shall become final and binding on the parties hereto. If a Purchase Price Dispute Notice is provided to Buyer, then Buyer and Seller shall use commercially reasonable efforts to resolve the disputed items during the thirty-day period commencing on the date of Buyer’s receipt of the Purchase Price Dispute Notice. (iii) If Seller and Buyer do not agree upon a final resolution with respect to any disputed items within such thirty-day period, then the remaining items in dispute shall be submitted immediately to Deloitte LLP, or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and Seller (in either case, the “Accounting Firm”). The parties agree to instruct the Accounting Firm to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, Bxxxx’s good faith calculations the basis therefor. The terms of appointment and engagement of the Adjustment AmountAccounting Firm shall be as agreed upon between Seller and Buyer, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative any associated engagement fees shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered be initially borne 50% by Seller and 50% by Buyer; provided that such fees shall ultimately be borne by Seller and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, including Buyer’s calculation of which proportionate allocations shall also be determined by the Adjustment Amount and Accounting Firm at the components thereof, shall be final, binding and conclusive for all purposes hereunder. In time the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In Accounting Firm is rendered on the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days merits of the delivery of disputed items. Except as provided in the Dispute Noticepreceding sentence, such remaining disagreements shall be resolved all other costs and expenses incurred by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not in connection with resolving any dispute hereunder before the Accounting Firm shall be later than thirty (30) days following borne by the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties party incurring such cost and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determinedexpense. In resolving any the disputed itemitems, the Independent Auditor Accounting Firm (A) shall be bound by the provisions of this Section 1.3, (B) may not assign a value to any item greater than the greatest value claimed for such item claimed by either party or less than the smallest value for such item claimed by either party Buyer or Seller and (C) shall act limit its decision to such items as an expert, not an arbitratorare in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement. Absent manifest error or fraud, the Such determination of such disputed items by Independent Auditor the Accounting Firm shall be final, conclusive and binding on upon the partiesparties hereto. (iv) The parties agree that they will, and agree to cause their respective independent accountants and their respective Subsidiaries to, cooperate and assist in the Adjustment Amount as calculated calculation of the Final Purchase Price and in the conduct of the review by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses Accounting Firm of any proposed calculations of the Independent Auditor relating Final Purchase Price or the components thereof, including the making available, to the workextent necessary, if anyof books, records, work papers and personnel. (v) If the Final Purchase Price is equal to be performed or greater than the Estimated Purchase Price, then Buyer shall promptly (but in any event within three (3) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 1.3(c)) pay to Seller an aggregate cash amount equal to such excess, by wire transfer of immediately available funds to the Independent Auditor hereunder Seller Designated Account(s) (or such other accounts as Seller shall designate in writing to Buyer). (vi) If the Estimated Purchase Price is greater than the Final Purchase Price, then Buyer and Seller shall promptly (but in any event within three (3) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 1.3(c)) deliver joint written instructions to the Escrow Agent to release an amount equal to the amount of such deficiency from the Escrow Amount to Buyer. (vii) Any amount paid pursuant to this Section 1.3(c) shall be borne pro rata (A) increased by an amount calculated as between Buyerinterest on such amount, compounded daily, at the Applicable Rate from the Closing Date to and including the date of payment based on the one handa 365-day year, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent AuditorB) made by wire transfer of immediately available funds to an account designated by the Independent Auditor such that the receiving party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject C) treated as an adjustment to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorFinal Purchase Price for Tax reporting purposes.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within seventy-five (75) days following the Closing Date, and in any event within sixty (60) calendar days thereof, the Buyer shall prepare and deliver to furnish the Seller Representative with a balance sheet of the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations as of the Closing Indebtedness Amount and Date on a post-Closing basis (the “Closing Transaction Expenses, Balance Sheet”) prepared in accordance with GAAP Modified GAAP, which shall set forth the Closing Working Capital of the Company, the Indebtedness for Borrowed Money, the Non-Ordinary Course Liabilities and, as applicable, the Closing Working Capital Deficit or the Closing Working Capital Surplus (collectively, the “Post-Closing Adjustment ScheduleAdjustments”). If Each Seller shall assist the Company Stockholder Buyer in the preparation of the Closing Balance Sheet if reasonably requested by the Buyer. (b) The Seller Representative shall disagree with any calculations in have a period of fifteen (15) days after receipt of the Post-Closing Adjustment Schedule, it shall Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such disagreement notice must contain the reasons for such rejection in writing within five (5) Business Days reasonable detail and must set forth the amount of the date requested adjustment (or a reasonable estimate thereof). In the event no notice is received by the Buyer delivers the Post-Closing Adjustment Schedule during such fifteen (the last 15) day of such period, the “Response Date”), setting forth in reasonable detail Closing Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the particulars of such disagreement (such notice, a “Dispute Notice”)Seller Representative and the Sellers and final and binding on the Parties hereto. In the event that the Company Stockholder Seller Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on shall timely reject the Response DateClosing Balance Sheet, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Seller Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, (and in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than any event within thirty (30) days following the day on date upon which the disagreement is referred Seller Representative shall reject the Closing Balance Sheet), attempt to the Independent Auditor). The Independent Auditor shall base its make a joint determination solely on (i) the written submissions of the parties Closing Adjustments and shall not conduct an independent investigation such determination and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor required adjustments resulting therefrom shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties Parties hereto solely for purposes of this Section 1.6. (c) In the event the Seller Representative and the Buyer shall be unable to agree upon a joint determination of Closing Adjustments within one hundred twenty (120) days from the Closing Date, then within one hundred thirty (130) days from the Closing Date, the Buyer and the Seller Representative shall submit the dispute to the Accounting Firm. The Buyer and the Seller Representative shall request that the Accounting Firm render its determination prior to the expiration of one hundred sixty (160) days from the Closing Date and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties hereto solely for purposes hereunderof this Section 1.6. All The fees and expenses of the Independent Auditor relating Accounting Firm shall be allocated to be paid by the Buyer and/or the Sellers, respectively, based upon the percentage which the portion of the total amount contested and not awarded to such party bears to the worktotal amount contested, if any, to be performed as determined by the Independent Auditor Accounting Firm. Nothing stated or disclosed in the Closing Balance Sheet or in connection with the determination thereof shall waive or be deemed to waive any inaccuracy or breach of any representation or warranty made by the Company or any Seller or any right to indemnification hereunder and shall be borne pro rata without prejudice to any other right or remedy of the Buyer under this Agreement, at equity or at law. (d) If the Closing Working Capital as between Buyerfinally determined in accordance with the provisions of this Section 1.6 is less than the Estimated Working Capital, on then the one hand, and amount of the Company Stockholder Representative (subject difference shall be paid by the Sellers to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other handBuyer, in proportion to their respective First Per Share Post-Closing Amounts, as an adjustment to the allocation Purchase Price by wire transfer in immediately available funds within seven (7) days after such determination. If the Closing Working Capital as finally determined in accordance with the provisions of this Section 1.6 is more than the Estimated Working Capital, then the amount of the dollar value of difference shall be paid by the Buyer to the Sellers as an adjustment to the Purchase Price by wire transfer in immediately available funds in proportion to their respective First Per Share Post-Closing Amounts within seven (7) days after such determination. (e) If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.6 exceed the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such excess shall be paid as an adjustment to the First Post-Closing Payment by the Sellers to the Buyer by wire transfer in immediately available funds within seven (7) days after such determination. If the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities determined pursuant to this Section 1.6 are less than the Indebtedness for Borrowed Money and/or the Non-Ordinary Course Liabilities, respectively, set forth on the Estimated Closing Balance Sheet, such deficit shall be paid as an adjustment to the First Post-Closing Payment by the Buyer to the Sellers, in proportion to their respective First Per Share Post-Closing Amounts, by wire transfer in immediately available funds within seven (7) days after such determination. The adjustments described in Sections 1.6(d) and (e) shall be referred to collectively as the “Post-Closing Adjustment”. If either Party does not so pay to the other Party by the due date, such amounts shall be deemed Damages under Article IX hereof which shall be paid in dispute as between Buyer and full without regard to the Company Stockholder Representative (limitations set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees Sections 9.4 and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor9.5 hereof.

Post-Closing Adjustment. (a) As soon as reasonably practicable following practicable, but in no event later than ninety (90) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver cause to be delivered to Seller a statement (the Company Stockholder Representative a schedule “Final Closing Statement”) setting forth, in reasonable detail, BxxxxBuyer’s good faith calculations calculation of (i) the final Net Working Capital (the “Final NWC”) and the final NWC Adjustment based on the Final NWC (the “Final NWC Adjustment ”), (ii) the final Closing Cash (the “Final Closing Cash”), (iii) the final Closing Indebtedness (the “Final Closing Indebtedness ”), (iv) the amount and calculation of the Adjustment AmountFinal Closing Payment, including calculations of and (v) the amount, if any, by which the Final Closing Indebtedness Amount and Payment so determined is greater than or less than the Estimated Closing Transaction ExpensesPayment (such positive or negative amount, prepared in accordance with GAAP (the “Post-Closing Adjustment ScheduleAmount”). (b) The Final Closing Statement shall be prepared, and the Final NWC, the Final NWC Adjustment, the Final Closing Cash, and the Final Closing Indebtedness (collectively, the “Final Calculations”) shall be calculated, in accordance with the Accounting Principles and/or the definitions thereof, as applicable. (c) Upon receipt of the Final Closing Statement, Seller and its accountants shall be permitted during the succeeding sixty (60) day period (the “Review Period”) reasonable access during business hours to the relevant personnel and Representatives of Buyer, and any relevant documents, schedules or workpapers used by them in the preparation of the Final Calculations. Notwithstanding the forgoing, Buyer and the Group Companies shall not be obligated to take any action that would violate any Law or the terms of any Contract or confidentiality obligation to which Buyer or any Group Company is a party, or result in a waiver of the attorney-client privilege or work-product doctrine; provided, however, that the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the foregoing restrictions apply. (d) If the Company Stockholder Representative shall disagree Seller disagrees with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (Final Calculations, on or prior to the last day of the Review Period, Seller shall notify Buyer in writing of such perioddisagreement, the “Response Date”), setting which notice shall set forth in reasonable detail the particulars item or items of the Final Calculations to which such disagreement relates and the basis for each such disagreement (such notice, a the “Dispute Objection Notice”). In If Seller fails to deliver the event that Objection Notice (or fails to object in the Company Stockholder Representative does not provide a Dispute Objection Notice on to any items or prior to 5:00pm Eastern Time on amounts included in the Response DateFinal Calculations) within the Review Period, the Post-Closing Adjustment Schedule Final Calculations as determined by Buyer (or such items and amounts included in the Final Calculations to which Seller has not objected in a timely delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(sObjection Notice) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreementaccepted by Seller and shall be final and binding and used in computing the Post-Closing Adjustment Amount. If Seller delivers the Objection Notice within the Review Period, subject to Section 2.6(e) below, then (i) the Final Closing Statement, as prepared and delivered by Buyer, shall not be binding on any party hereto, (ii) Seller and Buyer shall negotiate in good faith to resolve such items and amounts as are disputed in the Objection Notice, and (iii) any resolution agreed to in writing by Seller and Buyer shall be final and binding upon the parties hereto. (be) In the event that If Buyer and Seller are unable to resolve any disputed items set forth in a Dispute Notice remain unresolved disagreement as contemplated by Section 2.6(d) within forty-five (45) days after thirty (30) calendar days of the delivery of the Dispute Objection Notice, such remaining disagreements then Buyer and Seller shall be resolved by an engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm of recognized national standing mutually agreed upon by Buyer and Seller, other than any such firm that currently provides services to be mutually selected (neither party to unreasonably withholdBuyer, condition or delay their selection) by Bxxxx and the Company Stockholder Representative or any of their respective Affiliates (such firm, the “Independent Auditor”). Each of Buyer , who shall, acting as experts and not as arbitrators, resolve the Company Stockholder Representative shall promptly provide their respective assertions regarding dispute set forth in the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent AuditorObjection Notice. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amountfees, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees costs and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, parties in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesrelative amount each party’s determination has been modified. For example, if Buyer Seller challenges the calculation of any items underlying the calculation of Final Closing Transaction Expenses in the net Payment by an amount of $1,000,000100,000, and but the Independent Auditor determines that the Company Seller has a valid claim that for only $400,000 of the $1,000,000 claimed by 40,000, Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 6040% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer Seller shall bear the remaining 40other 60% of the such fees and expenses expenses. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Seller are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Group Companies and any other written information provided by Buyer and Seller to the extent related to Buyer’s or Seller’s calculation of the amounts in dispute, which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall not conduct additional discovery in any form. The Independent Auditor’s determination of each disputed item shall be within the range for such item proposed by Buyer and Seller in the Final Closing Statement and the Objection Notice. (g) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether the Final Closing Statement and the Final Calculations were prepared in accordance with the terms of this Agreement or, alternatively, and (ii) only with respect to the disputed items identified in the Objection Notice, the Independent Auditor’s final determination of such items and a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 2.6 shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Independent Auditor shall be treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 2.6 are exclusive and, except as set forth below, the determinations of the Independent Auditor shall be final and binding on the parties. The decision of the Independent Auditor rendered pursuant to this Section 2.6(f) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.6(f). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to such enforcement. (h) If the Post-Closing Adjustment Amount, as finally determined pursuant to this Section 2.6, is negative, then Buyer and Seller shall instruct the Escrow Agent to (i) release to Buyer from the Adjustment Escrow Fund an amount equal to the Post-Closing Adjustment Amount and (ii) release to Seller any remaining portion of the Adjustment Escrow Fund. Buyer acknowledges and agrees that the Adjustment Escrow Fund is the only source of recovery against Seller for any negative Post-Closing Adjustment Amount. (i) If the Post-Closing Adjustment Amount, as finally determined pursuant to this Section 2.6, is positive, then (i) Buyer shall pay (or cause to be paid) an aggregate amount equal to the Post-Closing Adjustment Amount to Seller and (ii) Buyer and Seller shall instruct the Escrow Agent to release the entire Adjustment Escrow Fund to Seller. Notwithstanding the foregoing, in no event shall Buyer be liable to Seller for any positive Post-Closing Adjustment Amount in excess of $10,000,000. (j) The Post-Closing Adjustment Amount process set forth in this Section 2.6 shall be the exclusive remedy of Seller and Buyer for any disputes related to the Post-Closing Adjustment Amount. (k) Once the final Aggregate Consideration is determined in accordance with Section 2.3 and this Section 2.6 (and after giving effect to any adjustments thereto resulting from any indemnification payments hereunder), then, for all purposes under this Agreement, references herein to the “Aggregate Consideration” shall mean and refer to the Aggregate Consideration, as so determined and adjusted.

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within 90 days after the Closing Distribution Date, the Surviving Corporation shall cause to be prepared and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver delivered to the Company IP and UWWH Stockholder Representative (a) an unaudited balance sheet of UWWH and its Subsidiaries as of the Calculation Time (the “UWWH Closing Balance Sheet”) and (b) a schedule certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (the “UWWH Closing Statement”) setting forth, in reasonable detail, Bxxxxforth the Surviving Corporation’s good faith calculations calculation of (i) the UWWH Transaction Expenses Amount, (ii) the UWWH Working Capital Adjustment, (iii) the UWWH Net Debt Adjustment and (iv) the Adjustment Amount, including reasonable detail regarding the calculations of the thereof. The UWWH Closing Indebtedness Amount Balance Sheet and the UWWH Closing Transaction Expenses, Statement (x) shall be prepared in accordance with GAAP the Applicable Accounting Principles and (y) shall not give effect to the “Post-refinancing of the Unisource Credit Facility. (b) During the 60 day period following IP’s and the UWWH Stockholder’s respective receipt of the UWWH Closing Adjustment Schedule”Statement, the Surviving Corporation shall give IP and the UWWH Stockholder and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation (including the Surviving Corporation’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP and the UWWH Stockholder to review the UWWH Closing Balance Sheet and UWWH Closing Statement. Within 60 days after receipt of the UWWH Closing Statement, IP and the UWWH Stockholder shall, in a written notice to the Surviving Corporation and IP or the UWWH Stockholder, as applicable, describe in reasonable detail any proposed adjustments to the items set forth on the UWWH Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If the Company Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from the UWWH Stockholder, the UWWH Stockholder Representative will be deemed to have accepted irrevocably the UWWH Closing Statement. If the Surviving Corporation shall disagree with not have received a notice of proposed adjustments within such 60-day period from IP, IP will be deemed to have accepted irrevocably the UWWH Closing Statement. During the 30-day period following the delivery by IP or by the UWWH Stockholder of a notice of proposed adjustments to the Surviving Corporation and IP or UWWH, the UWWH Stockholder, IP and the Surviving Corporation, as applicable, shall give IP, the UWWH Stockholder or the Surviving Corporation, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP, the UWWH Stockholder or the Surviving Corporation, as applicable, (including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit the UWWH Stockholder, IP or Surviving Corporation to evaluate the proposed adjustments. (c) The UWWH Stockholder and IP shall negotiate in good faith to resolve any calculations in disputes over any proposed adjustments to the Post-UWWH Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days Statement during the 30 days following the Surviving Corporation’s receipt of the date Buyer delivers proposed adjustments. If UWWH Stockholder and IP are unable to resolve such dispute within such 30-day period, then, at the Post-Closing Adjustment Schedule written request of either such Party (the last day of such period, the “Response DateDispute Resolution Request”), setting forth each such Party shall appoint a knowledgeable, responsible representative to meet in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount person and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt negotiate in good faith to resolve the disputed item(s) and negotiate an agreedmatters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-upon determination day period following the date of the items relating to such Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the UWWH Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “UWWH Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then the UWWH Stockholder and any IP shall jointly engage KPMG LLP to arbitrate and resolve such agreed-upon items disputes, which resolution shall be final, binding and enforceable in accordance with Section 11.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of the UWWH Stockholder, IP or the Surviving Corporation, and in such event references herein to KPMG LLP shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect refer to such disagreements as soon as reasonably possible (which replacement accounting firm. Within the parties hereto agree should not be later than thirty (30) days -day period following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor its engagement, KPMG LLP shall base its determination arbitrate and resolve such dispute based solely on (i) the written submissions of provided by UWWH Stockholder, IP and the parties Surviving Corporation and shall not conduct an independent investigation only consider whether the UWWH Closing Statement (and (iieach component thereof) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment was prepared in accordance with this Agreement and (only with respect to the remaining disagreements disputed matters submitted to the Independent Auditoraccounting firm) in order whether and to be determinedwhat extent the UWWH Closing Statement requires adjustment. In resolving any disputed itemmatter, KPMG LLP shall (i) adhere to the Independent Auditor may definitions contained in this Agreement and the guidelines and principles of this Section 3.2 and (ii) shall not assign a value to any item greater higher than the greatest highest value for such item claimed by either party the UWWH Stockholder and IP or less lower than the smallest lowest value for such item claimed by either party and shall act as an expertsuch Party; provided, not an arbitrator. Absent manifest error or fraudhowever, that to the extent the determination of value of any disputed item affects any other item used in calculating the UWWH Working Capital Adjustment or the UWWH Net Debt Adjustment, such disputed items effect may be taken into account by Independent Auditor KPMG LLP. The fees and expenses of KPMG LLP shall be finalshared by the UWWH Stockholder and IP in inverse proportion to the relative amounts of the disputed amount determined in favor of the UWWH Stockholder and IP, conclusive and binding on respectively. (d) Upon final determination of the parties, UWWH Final Closing Statement pursuant to Section 3.2(c), (i) if the Estimated Adjustment Amount was positive, (A) and the Adjustment Amount as calculated by exceeds the Independent Auditor Estimated Adjustment Amount, the Surviving Corporation shall conclusivepay to the UWWH Stockholder an amount equal to such excess, final or (B) and binding on the parties hereto for all purposes hereunder. All fees Estimated Adjustment Amount exceeds the Adjustment Amount, (i) the UWWH Stockholder shall pay to the Surviving Corporation the lesser of (x) the Estimated Adjustment Amount and expenses (y) such excess, and (ii) if the Adjustment Amount is negative, the Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) the absolute value of the Independent Auditor relating Adjustment Amount; or (ii) if the Estimated Adjustment Amount was negative, (A) and the Estimated Adjustment Amount exceeds the Adjustment Amount, the Surviving Corporation shall pay to IP an amount equal to the work, if any, to be performed by product of (x) the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, Gross Up Percentage and (y) such excess; or (B) and the Company Stockholder Representative Adjustment Amount exceeds the Estimated Adjustment Amount, (subject i) IP shall pay to the Company Stockholder Representative’s right Surviving Corporation an amount equal to be indemnified by the Pre-Reverse Split Company Stockholders lesser of (x) the product of the Gross Up Percentage and the Company Stockholders absolute value of the Estimated Adjustment Amount and (y) the product of the Gross Up percentage and such excess and (ii) if the Adjustment Amount is positive, the Surviving Corporation shall pay to the UWWH Stockholder an amount equal to the Adjustment Amount. (e) Any payment due pursuant to Section 3.9(d), if such expenses exceed 3.2(d) shall be increased by an amount computed as interest from the Representative Expense Fund), Distribution Date through but excluding the date of payment at a rate of 6.0%; which interest shall accrue daily on the other hand, in proportion to basis of a 365 day year calculated for the allocation actual number of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expensesdays for which payment is due. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net Any amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders payable pursuant to Section 3.9(d), if such expenses exceed 3.2(d) shall be made via wire transfer of immediately available funds within five Business Days after the Representative Expense Fund) and Buyer shall bear date upon which the remaining 40% of UWWH Closing Statement becomes the fees and expenses of the Independent AuditorUWWH Final Closing Statement.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within 60 calendar days following the Closing Date, and in any event within sixty (60) calendar days thereofClosing, Buyer shall prepare and deliver to Seller a balance sheet (the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations "Balance Sheet") of the Adjustment Amount, including calculations USTMAN as of the Closing Indebtedness Amount Date, as defined below under Article III (prior to the effects of the transactions occurring at the Closing) and a statement (the Closing Transaction Expenses"Statement"), reflecting the calculation of the adjustment, if any, to the Purchase Price pursuant to Section 2.4(b). The Balance Sheet shall be prepared in accordance with GAAP generally accepted accounting principles consistently applied in the United States and the financial reporting policies and procedures utilized by Seller prior to the Closing (the “Post-Closing Adjustment Schedule”"GAAP"). If Seller shall have a period of 30 calendar days after delivery of the Company Stockholder Representative shall disagree with Balance Sheet and the Statement to review such documents and make any calculations in the Post-Closing Adjustment Schedule, objections it shall notify Buyer of such disagreement may have in writing to Buyer. If written objections are delivered to Buyer by Seller within five (5) Business Days of the date Buyer delivers the Postsuch 30-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, then Buyer and the Company Seller shall promptly meet and attempt in good faith to resolve the disputed item(s) matter or matters in dispute. If no written objections are made by Seller within such 30-day period, then the Balance Sheet and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Statement shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunderhereto. All If disputes with respect to the Balance Sheet or the Statement cannot be resolved by Buyer and Seller within 30 calendar days after the delivery of the objections thereto, then, at the request of Buyer or Seller, the specific matters in dispute shall be submitted to Arthur Andersen & Co. or such other independent accounting firm ax xxx be appxxxxx by Seller and Buyer (the "Auditors"), which firm shall render its opinion as to such matters. Based on such opinion, such independent accounting firm will then send to Seller and Buyer its determination of the specified matters in dispute, which determination shall be final and binding on the parties hereto. The fees and expenses of the Independent Auditor relating Auditors shall be borne one-half by Seller and one-half by Buyer. (b) The Purchase Price shall be adjusted to reflect the workdifference, if any, to be performed by between the Independent Auditor hereunder shall be borne pro rata working capital balance of USTMAN as between Buyer, of the opening of business on the one hand, and date of Closing after taking into account the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (transactions set forth in Section 2.5 (the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of "Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense FundBalance") and Buyer $424,271 (representing the working capital balance of USTMAN as of December 31, 1996); provided that for purposes of this Section 2.4, working capital balance shall bear mean the remaining 40% of the fees difference between (i) current assets (excluding cash and expenses of the Independent Auditor.cash equivalents) and

Post-Closing Adjustment. (a) As soon promptly as reasonably practicable following practicable, but no later than sixty (60) Business Days after the Closing Date, Purchaser will cause to be prepared and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver delivered to the Company Stockholder Securityholders’ Representative a schedule setting forthNet Worth statement, in reasonable detailas modified by Schedule II (the “Closing Net Worth Statement”), Bxxxx’s good faith calculations which has been approved by a majority of the Adjustment Amountdisinterested members of Purchaser’s Board of Directors, including calculations setting forth (x) the Net Worth of UCC, Consulting Corp. and Servicing LLC, on a combined basis, as of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP Date (the “Post-Closing Adjustment ScheduleNet Worth”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In During the event that any disputed items set forth in 20-day period following Securityholders’ Representative’s receipt of the Closing Net Worth Statement, Securityholders’ Representative and its independent accountants shall be permitted to review the working papers relating to the Closing Net Worth Statement. The Closing Net Worth Statement shall be final and binding on each of the Parties hereto unless the Securityholders’ Representative objects and delivers a Dispute written notice of disagreement (a “Notice remain unresolved of Disagreement”) to Purchaser within twenty (20) Business Days after thirty (30) calendar days of the delivery of the Dispute NoticeClosing Net Worth Statement. Such Notice of Disagreement shall (i) specify in reasonable detail the item or items in dispute and shall state the amount, such remaining if any, of any adjustment that the Securityholders’ Representative believes should be made to the Closing Net Worth, (ii) only include disagreements shall based on Closing Net Worth not being calculated in accordance with this Section 2.16 and (iii) be resolved accompanied by an a certificate of Securityholders’ Representative’s independent accounting or financial consulting firm auditors that they concur with each of recognized national standing to be mutually selected the positions taken by the Securityholders’ Representative in its Notice of Disagreement. (neither party to unreasonably withholdc) In the event of a disagreement over the Closing Net Worth Statement, condition or delay their selection) by Bxxxx Purchaser and the Company Stockholder Securityholders’ Representative shall use reasonable efforts to resolve their dispute (such firmwhich settlement, if any, has been approved by a majority of the disinterested members of Purchaser’s Board of Directors), but if a final resolution thereof is not obtained within fifteen (15) Business Days of delivery of the Notice of Disagreement, Purchaser and the Securityholders’ Representative shall promptly retain a mutually agreeable “Big 4” accounting firm (the “Independent AuditorAccountant”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, ) to resolve any remaining disputes concerning the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent AuditorNet Worth Statement. The Independent Auditor Accountant shall be instructed determine, based solely on the provisions of this Agreement and the presentations by Purchaser and the Securityholders’ Representative and their respective representatives, and not by independent review, only the appropriate amount, inclusion or omission of the disputed items, and shall modify the Closing Net Worth Statement to render conform to its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than within thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company after it has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.been

Post-Closing Adjustment. (a) As soon as reasonably practicable On the 120th day following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare prepare, or cause to be prepared, and deliver to the Shareholder within 10 days thereafter a written statement (the “Closing Statement”) that shall include a calculation of (i) the Company Stockholder Representative a schedule setting forthNet Equity as of the Closing Date (which calculation shall (A) exclude the amount of any account receivable outstanding as of the Effective Time but which has not been paid as of the 120th day following the Closing Date (the “Ineligible Accounts Receivable”) and (B) include the amount of any accounts receivable to the extent payments are actually received by the Group Companies after the Effective Time with respect to such accounts receivable, even if any such payment would not be properly included, in reasonable detailaccordance with the Accounting Principles, Bxxxx’s good faith calculations as part of the Group Companies’ cash or accounts receivable in existence at the Effective Time), (ii) Closing Company Transaction Expenses and (iii) the Net Adjustment Amount, including calculations each with reasonable supporting detail. (b) During the 30 day period following Buyer’s delivery of the Closing Indebtedness Amount and Statement to the Closing Transaction Expenses, prepared in accordance with GAAP Shareholder (the “Post-Closing Adjustment ScheduleReview Period”). If , Buyer shall provide the Company Stockholder Representative shall disagree with any calculations in Shareholder and its Representatives reasonable access to the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days relevant books and records of the date Buyer delivers Group Companies for the Post-purpose of facilitating the Shareholder’s review of the Closing Adjustment Schedule (Statement. The Closing Statement shall become final and binding on the last day of such periodthe Review Period, unless on or before the last day of the Review Period, the Shareholder delivers to Buyer a written notice of disagreement (a “Response DateNotice of Disagreement”), setting which shall set forth in reasonable detail (i) the particulars of items or amounts with which the Shareholder disagrees and the basis for such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior which disagreement shall be limited to 5:00pm Eastern Time on the Response Datemathematical errors, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s asserted failure of such calculation of the Adjustment Amount and Closing Statement to be made in accordance with the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event terms of this Article 3 or a determination as to whether any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(sother relevant requirements have been satisfied) and negotiate an agreed-upon determination of (ii) the items relating Shareholder’s proposed adjustments to such dispute, and any such agreed-upon items the Closing Statement. The Shareholder shall be deemed to have been finally determined for agreed with all purposes items and amounts in the Closing Statement not specifically referenced in a Notice of this AgreementDisagreement provided to Buyer on or before the last day of the Review Period. (bc) In During the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the 30 day period following delivery of a Notice of Disagreement by the Dispute NoticeShareholder to Buyer (the “Resolution Period”), such remaining disagreements parties in good faith shall be resolved by an independent accounting or financial consulting firm of recognized national standing seek to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, resolve in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only differences that they may have with respect to the remaining disagreements submitted to computation of the Independent Auditor) in order to be determinedamounts as specified therein. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such Any disputed items by Independent Auditor resolved in writing between the Shareholder and Buyer within the Resolution Period shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees If the Shareholder and expenses Buyer have not resolved all such differences by the end of the Independent Auditor relating Resolution Period, the Shareholder and Buyer shall submit, in writing, such differences to the work, if any, to be performed by New York City office of the Independent Auditor hereunder Accounting Expert. The “Accounting Expert” shall be borne pro rata as between BuyerPricewaterhouseCoopers LLP, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other handor, in proportion to the allocation event that it is not available or is not a Neutral Accounting Firm, a Neutral Accounting Firm selected by mutual agreement of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative Shareholder; provided, however, that (set forth in i) if, within fifteen (15) days after the end of the Resolution Period, such parties are unable to agree on a Neutral Accounting Firm to act as the Accounting Expert, then each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Expert, and (ii) if any party does not select a Neutral Accounting Firm within ten (10) days of written submissions to the Independent Auditor) made demand therefor by the Independent Auditor such other party, then the Neutral Accounting Firm selected by the other party shall act as the Accounting Expert. A “Neutral Accounting Firm” means an independent accounting firm of nationally recognized standing that is not at the time it is to be engaged hereunder rendering services to any party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For examplehereto, if Buyer challenges the calculation or any Affiliate of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000party hereto, and has not done so within the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditortwo year period prior thereto.

Post-Closing Adjustment. (a) As soon as reasonably practicable following After the Closing Date, Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in any event within sixty (60) calendar connection with the matters addressed in this Section 2.8. Within 60 days thereofafter the Closing Date, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of determine the Closing Indebtedness Amount Date Net Working Capital and the Closing Transaction Expensesshall provide Seller with written notice of such determination, prepared in accordance along with GAAP reasonable supporting information and calculations (the “Post-Closing Adjustment Schedule”"Buyer's Determination"). . (b) If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment ScheduleSeller objects to Buyer's Determination, then it shall notify provide Buyer of such disagreement in writing written notice thereof within five (5) Business Days of the date 30 days after receiving Buyer's Determination; provided that Seller and Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for agreed upon all purposes items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Closing Date Net Working Capital, within 120 days after the Closing Date, the Parties shall refer such dispute to a firm of nationally recognized independent public accountants mutually acceptable to Buyer and Seller (the "Independent Accountants"), which firm shall make a final and binding determination as to only those matters in dispute with respect to this Section 2.8(b) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement. (b) In . The Parties shall equally bear and pay the event that any disputed items fees and other costs charged by the Independent Accountants. If Seller does not object to Buyer's Determination within the time period and in the manner set forth in a Dispute Notice remain unresolved after thirty (30the first sentence of this Section 2.8(b) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amountif Seller accepts Buyer's Determination, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, Date Net Working Capital as applicable, set forth in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor Buyer's Determination shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, become final and binding on upon the parties hereto Parties for all purposes hereunder. All fees and expenses of . (c) If the Independent Auditor relating to Closing Date Net Working Capital (as agreed between the work, if any, to be performed Parties or as determined by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on Accountants or otherwise) (the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor."

Post-Closing Adjustment. (a) As soon as reasonably practicable following Promptly, but in any event within seventy-five (75) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Parent shall prepare and deliver to the Company Stockholder Representative a schedule statement setting forth, in reasonable detail, Bxxxxforth Parent’s good faith calculations determination of (i) the Indebtedness of the Adjustment AmountCompany and its Subsidiaries as of the Closing, including calculations (ii) the Working Capital of the Company and its Subsidiaries as of the Closing Indebtedness Amount Calculation Time, (iii) the Cash of the Company and its Subsidiaries as of the Closing Calculation Time, (iv) the Company Transaction ExpensesExpenses as of the Closing, and (v) the resulting calculation of Merger Consideration, together with (x) the balance sheet of the Company and its Subsidiaries from which such determinations were derived, and (y) such other relevant information on which the calculations reflected on such statement are based (such statement, together with such accompanying balance sheet and other information, the “Closing Statement”). Parent shall provide to the Representative any reasonably requested documentation to support the calculations set forth on the Closing Statement (provided, that Parent shall not be required to provide documents that are subject to a confidentiality agreement that has not been waived or provide access to any third party report or work product without the execution of customary third party access and confidentiality agreements), and such calculations shall be prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer terms of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount this Agreement and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this AgreementAccounting Policies. (b) In Prior to any Item of Dispute being submitted to a Valuation Firm, the event Representative shall have reasonable access to all books and records and work papers in Parent’s and the Company’s possession and all relevant personnel of the Company who participated in the preparation of the Closing Statement (including those of Parent’s and the Company’s accountants and auditors) relating to the Closing Statement and all other items reasonably requested by the Representative related thereto, in each case, subject to the Representative’s execution of customary third party access and confidentiality agreements. If any Item of Dispute is submitted to a Valuation Firm, the Representative shall not contact any personnel of Parent or its Affiliates (including the Company); provided that Parent shall not unreasonably withhold access on the same terms to (i) any books, records or work papers and (ii) the applicable personnel of the Company so long as a representative of Parent may also participate in any communications with such personnel; and, in each case, solely for purposes of facilitating a settlement amongst the parties. Parent shall designate specific persons to coordinate the foregoing access, and the Representative shall not contact any person other than such designees to obtain such access. If the Representative disagrees with Xxxxxx’s determination of the Indebtedness, Working Capital, Cash and/or Company Transaction Expenses, in each case as reflected on the Closing Statement, the Representative may, within forty-five (45) days after receipt of the Closing Statement, deliver a written notice (the “Dispute Notice”) to Parent setting forth the Representative’s calculation of each disputed items set forth in amount (each an “Item of Dispute”). If Parent does not receive a Dispute Notice remain unresolved within forty-five (45) days after thirty (30) calendar days delivery by Parent of the Closing Statement, the Closing Statement shall be conclusive and binding upon each of the Parties. If Parent receives a Dispute Notice from the Representative within forty-five (45) days after delivery by Parent of the Closing Statement, Parent and the Representative shall use reasonable efforts to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Closing Statement shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the twentieth (20th) day after delivery by the Representative of the Dispute Notice, Parent and the Representative shall jointly retain Duff & Xxxxxx LLC to resolve such remaining disagreements disagreement; provided that, if Duff & Xxxxxx LLC is then unavailable for such purposes, Parent and the Representative shall be resolved by jointly retain an independent accounting or financial consulting valuation firm of recognized national standing to be mutually selected (neither party to unreasonably withholdresolve such remaining disagreement; provided, condition or delay their selection) by Bxxxx further, that, in such case, if Parent and the Company Stockholder Representative (are unable to agree on the choice of such firm, then such firm will be a nationally recognized valuation firm selected by lot (after the Representative and Parent shall have each submitted two proposed firms who do not have a material relationship with such Person and then excluded one firm designated by the other Party) (the firm actually retained pursuant to this sentence, the “Independent AuditorValuation Firm”). Each of Buyer Parent and the Company Stockholder Representative shall promptly provide their respective assertions regarding request that the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, Valuation Firm render a determination as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement unresolved Item of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than Dispute within thirty (30) days following after its retention, and Parent and the day on which Representative shall, and Parent shall cause the disagreement is referred Company and each of their respective agents and representatives to, cooperate fully with the Valuation Firm so as to enable it to make such determination as quickly and accurately as reasonably practicable, including the provision by Parent and the Company of all books and records and work papers (including those of their accountants and auditors) relating to the Independent AuditorClosing Statement and all other items reasonably requested by the Valuation Firm (in each case in such a manner so as not to waive or eliminate any privilege applicable to any such information). The Independent Auditor Valuation Firm shall base its determination solely consider only those items and amounts that were set forth on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or Statement and the Closing Transaction Expenses requires adjustment (only with respect to Dispute Notice and that remain unresolved by Parent and the remaining disagreements submitted to the Independent Auditor) in order to be determinedRepresentative. In resolving any disputed itemItem of Dispute, the Independent Auditor Valuation Firm may not assign a value to any item greater than the greatest value for such item claimed by either party Party, or less than the smallest value for such item claimed by either party Party, on the Closing Statement or the Dispute Notice, as applicable. The Valuation Firm’s determination(s) shall be based upon the definitions of Indebtedness, Working Capital, Cash, and/or Company Transaction Expenses (as applicable) included herein and the Valuation Firm shall act as an expert, not an arbitrator. Absent manifest error or fraud, All communications with the Valuation Firm must include a representative from each of Parent and the Representative. The Valuation Firm’s determination of such disputed items by Independent Auditor each Item of Dispute submitted to it shall be finalin writing, shall conform to this Section 2.05, shall be based solely on the supporting materials provided by each party and not by independent review and shall be conclusive and binding on upon each of the partiesParties, and the Adjustment Amount as calculated by Closing Statement shall be modified to the Independent Auditor extent necessary to reflect such determination(s). The Valuation Firm shall conclusiveallocate its fees, final and binding on the parties hereto for all purposes hereunder. All fees costs and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between BuyerParent, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion based upon the percentage which the portion of the contested amount not awarded to each such Party bears to the allocation of amount actually contested by such Party. The Indebtedness, the dollar value of Working Capital, the amounts in dispute as between Buyer Cash, and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, in each case as finally determined pursuant to this Section 2.05, are referred to herein as the Company Stockholder Representative shall bear 60% of “Actual Indebtedness,” the fees and expenses of “Actual Working Capital,” the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders “Actual Cash,” and the “Actual Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorTransaction Expenses,” respectively.

Post-Closing Adjustment. (ai) As soon promptly as reasonably practicable following but in any event no later than sixty (60) days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer the Purchaser shall prepare and deliver to the Company Stockholder Representative Seller a schedule statement (the “Final Closing Statement”) setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations forth its calculation of the Closing Indebtedness Amount Working Capital and any differences between such amount and the Estimated Working Capital. The Final Closing Transaction Expenses, Statement shall be prepared in accordance with GAAP using the same methodologies, policies, principles, procedures and formatting as were used to prepare the Estimated Closing Statement. (the “Post-Closing Adjustment Schedule”). ii) If the Company Stockholder Representative shall disagree Seller disagrees with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including BuyerPurchaser’s calculation of the Adjustment Amount Closing Working Capital as set forth in the Final Closing Statement, the Seller may within thirty (30) days after delivery of the Final Closing Statement deliver a notice to the Purchaser disagreeing with such calculation and setting forth the Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which the Seller disagrees, and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Members’ Representative shall be deemed to have been finally determined for agreed with all purposes other items and amounts contained in the Final Closing Statement and the calculation of this AgreementClosing Working Capital set forth therein. (biii) In If the event that any Seller duly delivers to the Purchaser a notice of disagreement pursuant to Section 2.5(b)(ii), the Purchaser and the Members’ Representative shall, during the fifteen (15) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items set forth or amounts in order to determine, as may be required, the amount of Closing Working Capital, which amount shall not be less than the amount thereof shown in the Purchaser’s calculation delivered pursuant to Section 2.5(b)(i) nor more than the amount thereof shown in the Seller’s calculation delivered pursuant to Section 2.5(b)(ii). If during such period, the Purchaser and the Seller are unable to reach such agreement, they shall promptly thereafter cause a Dispute Notice remain unresolved after thirty national or regional certified public accounting firm which is mutually agreed upon by Purchaser and the Members’ Representative, and if no agreement is reached Ernst & Young LLP (30the “Accounting Referee”) calendar days to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital (it being understood that in making such calculation, the delivery of the Dispute Notice, such remaining disagreements Accounting Referee shall be resolved by functioning as an independent accounting expert and not as an arbitrator). In making such calculation, the Accounting Referee shall consider only those items or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx amounts in the Final Closing Statement and the Company Stockholder Representative (such firm, Purchaser’s calculation of Closing Working Capital as to which the “Independent Auditor”)Seller has disagreed. Each of Buyer The Accounting Referee shall deliver to the Purchaser and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment AmountSeller, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible practicable (which the parties hereto agree should not be but in any case no later than thirty (30) days following from the day on which date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon the Purchaser and the Seller. The cost of such review and report shall be borne equally by the Purchaser and the Seller. (iv) If the Final Working Capital exceeds Estimated Working Capital, the Purchaser shall pay to the Seller, as an adjustment to the Closing Payment, the amount of such excess. The “Final Working Capital” means the Closing Working Capital (A) as shown in the Purchaser’s calculation delivered pursuant to Section 2.5(b)(i) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.5(b)(ii), or (B) if such a notice of disagreement is referred delivered, (x) as agreed by the Purchaser and the Seller pursuant to the Independent AuditorSection 2.5(b)(iii). The Independent Auditor shall base its determination solely on , or (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditory) in order the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.5(b)(iii); provided, however, that in no event shall the Final Working Capital be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater more than the greatest value for such item claimed by either party Seller’s calculation of Closing Working Capital delivered pursuant to Section 2.5(b)(ii) or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses Purchaser’s calculation of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders Closing Working Capital delivered pursuant to Section 3.9(d2.5(b)(i), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations Within ten Business Days after completion of the Closing Indebtedness Amount Value Financial Statements, XXXX will determine and the Closing Transaction Expenses, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), will deliver to AML written notice setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon XXXX'x determination of the items relating Closing Value, together with true and complete copies of all Work Papers related thereto. Within fifteen Business Days after the receipt by AML of such determination of the Closing Value, AML shall deliver to XXXX written notice stating whether it agrees or disagrees with such disputedetermination. If AML agrees with such determination and so notifies XXXX, and any or does not notify XXXX that AML disagrees with such agreed-upon items determination within such fifteen Business Days, such determination shall be deemed to have been finally be the Closing Value. If AML notifies XXXX within such fifteen Business Days that AML does not agree with such determination of the Closing Value, XXXX and AML shall, for a period of fifteen Business Days, attempt to negotiate, in good faith, a determination of the Closing Value. If XXXX and AML fail to reach a determination of the Closing Value within such fifteen Business Days, the Closing Value shall be determined for by the Accounting Firm. AML shall cause such determination by the Accounting Firm and a statement of fees and expenses incurred by the Accounting Firm in making such determination, together with true and complete copies of all purposes Work Papers related thereto, to be delivered to XXXX as soon as practicable after AML's notice of disagreement. The parties hereto agree and acknowledge that the determination of the Closing Value by the Accounting Firm in accordance with this AgreementSection 2.10(a) shall be final and binding on all parties. If the services of the Accounting Firm are used as provided herein, all fees and expenses of the Accounting Firm shall be paid one-half by XXXX and one-half by AML. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days Within ten Business Days of the delivery final determination of the Dispute NoticeClosing Value as provided in Section 2.10(a) hereof, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withholdthen, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, if the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement Value is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or 12/31/94 Value, AML will pay to Holding Company, and if the Closing Value is less than the smallest value 12/31/94 Value, XXXX and AML will cause Holding Company to pay to AML, in cash, an amount equal to the Difference, plus interest on the Difference at a rate per annum equal to the Prime Rate based on the actual number of days elapsed from and including the Closing Date to the date of payment and a 360-day year, PROVIDED, HOWEVER, that if the Difference and interest thereon due from one party to the other pursuant to this Section 2.10(b) remain unpaid past the 3Oth day after the day such amount was due, the interest rate will be increased to the Prime Rate plus 3% for such item claimed by either party the period from the Closing Date to the payment date. (c) XXXX shall and shall act as an expert, not an arbitrator. Absent manifest error or fraud, cause AVLIC and AIC to cooperate fully with the Accounting Firm and provide all information and access to all personnel it reasonably requests in connection with its determination of such disputed items by Independent Auditor the Closing Value. Both parties shall be final, conclusive provided access to all Books and binding on the parties, Records and the Adjustment Amount as calculated Work Papers used by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes Accounting Firm in making its determination hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within ninety (90) days following the Closing Date or, if later, 30 days after the Deferred French Closing Date, and in any event within sixty (60) calendar days thereof, the Buyer shall prepare and deliver to the Company Stockholder Representative Seller a schedule statement (the “Initial Statement”) calculating and setting forthforth the actual Adjustment Value on the Closing Date (the “Closing Adjustment Value”), which statement shall include a worksheet setting forth in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount detail how such value and the Closing Transaction Expenses, payment were calculated. The Initial Statement shall be prepared in accordance with GAAP and consistent with Schedule 1.1(a) and the Agreed Valuation Principles. (b) The Closing Adjustment Value shall become final and binding upon the Parties thirty (30) days after the receipt by the Seller of the Initial Statement unless (i) the Seller concludes that the Closing Adjustment Value or any component thereof has not been prepared on the basis required by this Agreement, and (ii) the Seller has promptly, but in no event later than thirty (30) days after its receipt of the Initial Statement (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response DateReview Period”), setting forth delivered to the Buyer written notice describing in reasonable detail the particulars basis of such disagreement the Seller’s disagreement, the amount or amounts involved and the proposed determination of the disputed amount or amounts (such notice, a “Dispute Notice”). In If the event that the Company Stockholder Representative does not provide Seller delivers a Dispute Notice on or prior to 5:00pm Eastern Time on the Response DateBuyer within the Review Period, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in Seller will use reasonable good faith efforts to resolve the dispute during the 30-day period commencing on the date the Seller delivers the Dispute Notice to the Buyer. If the Seller and the Buyer are not able to resolve all disputed item(s) items within such 30-day period, then the items remaining in dispute shall be submitted immediately to Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unwilling or unable to serve, an independent nationally recognized firm with no existing business relationship with any Party mutually agreeable to the Seller and negotiate the Buyer (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the Buyer and the Selling Group to resolve any items that are disputed and to calculate the Adjustment Value in connection with the resolution of such disputed items. If any remaining issues in dispute are submitted to the Accounting Firm for resolution, each of the Seller and the Buyer will be afforded an agreed-upon opportunity to present to the Accounting Firm any material relating to the determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth matters in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor dispute and to each other as promptly as possible after discuss such matters with the engagement of the Independent AuditorAccounting Firm. The Independent Auditor Accounting Firm shall be instructed act as an expert and not as an arbitrator to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination determine, based solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between BuyerSeller, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Buyer, on the other handother, and not by independent investigation, the amount or amounts in proportion dispute, and shall be instructed that its determination (x) must be made in accordance with the Agreed Valuation Principles and (y) with respect to the allocation of total amount in dispute, must accept the dollar value of amount proposed by either the amounts Seller in dispute as between the Dispute Notice or the Buyer in the Initial Statement. The Accounting Firm shall submit such calculation to the Buyer and the Company Stockholder Representative Seller as soon as practicable, but in any event within thirty (30) days after the remaining issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Final Adjustment Value, as set forth in the a written submissions notice delivered to the Independent Auditor) made Seller and the Buyer by the Independent Auditor such that the party prevailing Accounting Firm in accordance with this Agreement absent manifest error will be binding and conclusive on the greater dollar value of such disputes pays Seller and the lesser proportion Buyer. The Adjustment Value on the Closing Date that is final and binding on the Seller and the Buyer, as determined either through agreement of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, Seller and the Independent Auditor determines that Buyer (deemed or otherwise) or pursuant to this Section 3.3, are referred to herein as the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses“Final Adjustment Value.” (c) The fees, the Company Stockholder Representative shall bear 60% of the fees costs and expenses of the Independent Auditor Accounting Firm shall be borne by (subject i) the Buyer if the Accounting Firm selects the Seller’s position as to the Company Stockholder Representativeamount in dispute or (ii) the Seller if the Accounting Firm selects the Buyer’s right position as to be indemnified the amount in dispute. To the extent that payment of the Accounting Firm’s fees, costs and expenses in advance of the resolution of the applicable dispute is required by the Pre-Reverse Split Company Stockholders Accounting Firm, the Buyer and the Company Stockholders Seller shall bear such fees, costs and expenses equally; provided, however, that following the resolution the Parties shall make any payments between them that are necessary to ensure that the fees, costs and expenses are borne in accordance with the first sentence of this Section 3.3(c). (d) The Buyer shall, and shall cause each of its Buying Affiliates to, make its financial records available to the Seller and its accountants and other representatives, and the Seller shall, and shall cause each of its Selling Affiliates to, make its financial records available to the Buyer and its accountants and other representatives, in each case, as reasonably necessary for the Buyer and the Seller, as applicable, to perform their respective obligations under this Section 3.3 and at reasonable times during the period beginning on the Closing Date and ending on the date of the final determination of the Final Adjustment Value pursuant to Section 3.9(d3.3(b), if such expenses exceed subject to customary indemnification and other agreements that may be requested by representatives of the Representative Expense FundParties. (e) and The “Post-Closing Adjustment” shall be an amount equal to the Final Adjustment Value minus the Closing Adjustment Value. If the Post-Closing Adjustment is a positive amount, then the Buyer shall bear pay in cash to the remaining 40% Seller the amount of the fees and expenses Post-Closing Adjustment to an account or accounts designated by the Seller in writing by wire transfer of immediately available funds within three Business Days after the Final Adjustment Value becomes such. If the Post-Closing Adjustment is a negative amount, then the Seller shall pay in cash to the Buyer the amount of the Independent AuditorPost-Closing Adjustment to an account or accounts designated by the Buyer in writing by wire transfer of immediately available funds within three Business Days after the Final Adjustment Value becomes such. Any such payment shall be treated as an adjustment to the purchase price paid for the Acquired Assets for all Tax purposes, to the maximum extent permitted by applicable Law. If the Post-Closing Adjustment is zero, no amount shall be paid by either Party to the other Party pursuant to this Section 3.3(e).

Post-Closing Adjustment. (a) 2.6.1. As soon as reasonably practicable following (but in no event later than sixty (60) days) after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to Sellers’ Representative a balance sheet for the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations as of the Closing Indebtedness Amount and Date (the “Closing Transaction ExpensesBalance Sheet”) which shows the Working Capital Amount, which shall be prepared (i) in accordance with GAAP as in effect on the date of such preparation and (ii) in a manner consistent with the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations Company’s accounting policies and practices used in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days preparation of the date Estimated Closing Balance Sheet. 2.6.2. The Closing Balance Sheet shall become final and binding on Sellers and Buyer delivers the Post-Closing Adjustment Schedule (the last day unless Sellers’ Representative gives a written notice of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute NoticeNotice of Disagreement”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior ) to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than within thirty (30) days following receipt by Sellers’ Representative of the day on which Closing Balance Sheet. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement is referred so asserted. Buyer shall have fifteen (15) days following receipt of such Notice of Disagreement to review the same. If Sellers’ Representative and Buyer are unable to resolve all of their disagreements with respect to the Independent Auditor). The Independent Auditor shall base its determination solely on Closing Balance Sheet within twenty (i20) the written submissions days following Buyer’s receipt of the parties Notice of Disagreement, Sellers’ Representative and Buyer shall refer their remaining differences to the Dispute Accountant, which shall, acting as experts and not conduct an independent investigation as arbitrators, determine, and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted differences so submitted, whether and to the Independent Auditor) in order to be determined. In resolving any disputed itemwhat extent, if any, the Independent Auditor may not assign a value Working Capital Amount as set forth in the Closing Balance Sheet requires adjustment. Sellers’ Representative and Buyer shall direct the Dispute Accountant to any item greater than use its best efforts to render its determination within thirty (30) days after the greatest value for such item claimed by either party or less than date the smallest value for such item claimed by either party and shall act as an expert, not an arbitratorDispute Accountant is selected. Absent manifest error or fraud, the The Dispute Accountant’s determination of such disputed items by Independent Auditor shall be final, conclusive and binding on upon Buyer and Sellers. The fees and disbursements of the partiesDispute Accountant shall be paid by each party in an amount equal to the total fees and disbursements of the Dispute Accountant multiplied by a fraction, the numerator of which is the amount in dispute not awarded to such party and the Adjustment denominator of which is the total amount in dispute. The Working Capital Amount as calculated by the Independent Auditor shall conclusive, that becomes final and binding on Buyer and Sellers under this Section 2.6(b) shall be referred to collectively herein as the parties hereto for all purposes hereunder“Final Working Capital Amount.” 2.6.3. All fees and expenses If the Final Working Capital Amount differs from the Estimated Working Capital Amount determined at Closing, then a reconciling payment shall be made from one party to the other in a manner that takes into account any adjustments made at Closing. If the Final Working Capital Amount is less than Target Working Capital, then promptly following the determination of the Independent Auditor relating Final Working Capital Amount, the Base Purchase Price shall be adjusted and Sellers shall pay to Buyer the amount of such deficiency less the amount of any Estimated Working Capital Adjustment subtracted from the Base Purchase Price at Closing, or plus the amount of any Estimated Working Capital Adjustment added to the workBase Purchase Price at Closing. If the Final Working Capital Amount is more than the Target Working Capital, if anythen promptly following the determination of the Final Working Capital Amount, to be performed by the Independent Auditor hereunder Base Purchase Price shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) adjusted and Buyer shall bear pay to Sellers the remaining 40% amount of such excess plus any amount of any Estimated Working Capital Adjustment subtracted from the Base Purchase Price at Closing, or minus the amount of any Estimated Working Capital Adjustment added to the Base Purchase Price at Closing. Any such payment will be made in immediately available funds by Sellers or Buyer, as the case may be, not later than five (5) business days following such determination, and if such payment is to be made by Sellers, shall be paid by Sellers from funds other than any amounts set aside as the Escrow Deposit. In calculating the adjustments provided by Sections 2.4 and 2.56, it is the intention of the fees Parties to avoid double-counting of items that would result in an inequitable and expenses unintended benefit to one Party or Parties to the detriment of the Independent Auditorother Party or Parties.

Post-Closing Adjustment. (a) As soon promptly as reasonably practicable following practicable, but no later than 120 days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall prepare and will deliver to the Company Stockholder Representative Parent a schedule statement setting forth, in reasonable detail, Bxxxx’s good faith calculations forth Net Working Capital (the "Closing Statement") as of the Adjustment Amount, including calculations close of business on the Closing Indebtedness Amount and Date (such statement shall contain the "Closing Transaction Expenses, Net Working Capital"). The Closing Statement shall be prepared in accordance with GAAP the Accounting Principles; provided, that in the preparation of the Closing Statement: (i) The inventory balance for the Business as of the Closing Date will be determined based on a physical count of the inventory of the Business as of the Closing Date by Buyer and Buyer's accountants, in accordance with the customary practices of the Sellers and their public accountants as regards the taking of a physical inventory. The physically counted inventory items will be valued at the lower of cost or market, the cost thereof being determined on a first-in, first-out basis. (ii) Net Working Capital shall not include any Excluded Liabilities. (iii) Net Working Capital shall not include the value of any Excluded Assets. (b) During the thirty (30) day period after the delivery of the Closing Statement, Buyer shall provide Sellers and Parent, their employees, agents and consultants with reasonable access during normal business hours to its books, records, employees, agents and accountants used by Buyer in the preparation of the Closing Statement. If, within thirty (30) days after the delivery of the Closing Statement, Parent disputes in good faith that the Closing Statement has not been prepared in accordance with the Accounting Principles or that the Closing Statement is not mathematically accurate, Parent shall deliver to Buyer within such period a written notice (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5"Dispute Notice") Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth specifying in reasonable detail all disputed items and the particulars of such disagreement basis therefor (such noticecollectively, a “Dispute Notice”the "Disputed Items"). In the event that the Company Stockholder Representative does not The failure by Parent to provide a Dispute Notice on or prior within such thirty (30) day period to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation Buyer will constitute Parent's acceptance of the Adjustment Amount and the components thereof, Closing Statement. Parent shall be final, binding deemed to have agreed with all items and conclusive for all purposes hereunderamounts included in the Closing Statement except such items that are specifically disputed in the Dispute Notice. In the event any If Parent provides Buyer with a timely Dispute Notice is timely providedNotice, Buyer and Parent shall, within thirty (30) days (or such longer period as mutually agreed upon by Buyer and Parent) following the Company shall promptly meet and attempt delivery of such Dispute Notice to Buyer (the "Resolution Period"), negotiate in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination Disputed Items to their mutual satisfaction. At the conclusion of the items relating Resolution Period, Parent and Buyer shall refer all unresolved Disputed Items to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent public accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “"Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent AuditorAccountant"). The Independent Auditor Accountant shall base its determination solely be a mutually acceptable "big five" independent public accounting firm; provided, that in the event Parent and Buyer are not able to mutually agree on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed itemaccounting firm, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor Accountant shall be finalErnst & Young, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.Houston,

Post-Closing Adjustment. Within forty-five (a45) As soon as reasonably practicable following days after the Closing DateEffective Time, and in any event within sixty (60) calendar days thereof, Buyer the Parent shall prepare and deliver engage KPMG LLP to the Company Stockholder Representative audit a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, balance sheet prepared in accordance with GAAP generally accepted accounting principles ("GAAP") of the Company as of 5:00 PM (EST) on the day prior to the Effective Time (the “Post-"Closing Adjustment Schedule”Date Balance Sheet"). Such Closing Date Balance Sheet will utilize the accrual method of accounting notwithstanding the fact that the Company has heretofore utilized the cash basis method of accounting for purposes of preparing its financial statements. If the Company Stockholder Representative shall disagree with any calculations in aggregate shareholders' equity as shown on the Post-Closing Adjustment Schedule, it shall notify Buyer Date Balance Sheet is less than $1000 (the amount of such disagreement in writing shortfall being hereafter known as the "Net Worth Deficiency"), the Stockholders shall pay within five (5) Business Days days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating Net Worth Deficiency (subject to such disputethe dispute resolution procedure set forth below) (i) 45% of the Net Worth Deficiency to the Parent in cash, by certified check or by wire transfer of immediately available funds, and any such agreed-upon items (ii) 55% of the Net Worth Deficiency in shares of Parent Stock which shall be deemed valued at the "closing sales price" (as defined in Section 4(b)(i) of the Escrow Agreement attached hereto as EXHIBIT 1.6) for the ten (10) business day period immediately preceding the date the parties reach agreement as to any Net Worth Deficiency. The Parent shall have been finally determined for all purposes the option, at its sole discretion and notwithstanding any language to the contrary in the Escrow Agreement attached hereto, to receive the shares of Parent Stock necessary to satisfy 55% of the Net Worth Deficiency from the Stockholders directly (i.e. not from the "Escrow Shares") or from the Escrow Shares. Notwithstanding anything in this Agreement. SECTION 2 to the contrary, if there is any Net Worth Deficiency and the Stockholders dispute any item contained on the Closing Date Balance Sheet, the Stockholders shall notify the Parent in writing of each disputed item (b) In collectively, the event that any disputed items set forth "Disputed Amounts"), and specify the amount thereof in a Dispute Notice remain unresolved after dispute within thirty (30) calendar business days of after the delivery of the Dispute NoticeClosing Date Balance Sheet. If the Parent and the Stockholders cannot resolve any such dispute which would eliminate the amount of the Net Worth Deficiency, then such remaining disagreements dispute shall be resolved by an independent nationally recognized accounting or financial consulting firm of recognized national standing which is reasonably acceptable to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx the Parent and the Company Stockholder Representative Stockholders (such firm, the “"Independent Auditor”Accounting Firm"). Each The determination of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other Accounting Firm shall be made as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor practical and shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive final and binding on the parties, absent manifest error which error may only be corrected by such Independent Accounting Firm. Any expenses relating to the engagement of the Independent Accounting Firm shall be allocated between the Parent and the Adjustment Amount Stockholders so that the Stockholders' aggregate share of such costs shall bear the same proportion to the total costs that the Disputed Amounts unsuccessfully contested by the Stockholders (as calculated finally determined by the Independent Auditor shall conclusive, final and binding on Accounting Firm) bear to the parties hereto for all purposes hereunder. All fees and expenses total of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions Disputed Amounts so submitted to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorAccounting Firm.

Post-Closing Adjustment. (a) As soon The Base Merger Consideration shall be subject to adjustment after the Closing Date as reasonably practicable specified in this Section 1.11. (b) Within ninety (90) days following the Effective Time, the Buyer shall cause KPMG LLP (the "Buyer's Accountant") to audit the Surviving Company's books to determine whether an adjustment to the Base Merger Consideration is appropriate (the "Post-Closing Audit"). If, on the Closing Date, (x) the Company has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), other than (1) liabilities shown on the balance sheet dated December 31, 2000 (the "Most Recent Balance Sheet"), (2) liabilities which have arisen since December 31, 2000 (the "Most Recent Balance Sheet Date") in any event within sixty (60) calendar days thereof, Buyer shall prepare the Ordinary Course of Business and deliver which are similar in nature and amount to the Company Stockholder Representative a schedule setting forthliabilities which arose during the comparable period of time in the immediately preceding fiscal period, in reasonable detail, Bxxxx’s good faith calculations and (3) liabilities reflected on Section 2.8 of the Disclosure Schedule that have not been discharged prior to Closing (such liabilities, the "Unscheduled Liabilities"), or (y) the Company has any liabilities or obligations that are more than 45 days past due (such liabilities, the "Unpaid Liabilities"), the Base Merger Consideration shall be reduced by one dollar for every dollar of Unscheduled Liabilities and by one dollar for every dollar of Unpaid Liabilities. The amount of such reduction is referred to below as the "Merger Adjustment Amount, including calculations ." The Company Stockholders shall cooperate and shall use their reasonable efforts to cause the officers and employees of the Closing Indebtedness Amount Company to cooperate with the Buyer and the Buyer's Accountant after the Closing Transaction ExpensesDate in furnishing information, prepared in accordance with GAAP (documents, evidence, and other assistance to the “Post-Closing Adjustment Schedule”). If Buyer's Accountant to facilitate the Company Stockholder Representative shall disagree with any calculations in completion of the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing Audit within five (5) Business Days the aforementioned time period. Without limiting the generality of the date Buyer delivers foregoing, within two (2) weeks after the Closing the Company Stockholders shall provide the Buyer's Accountants with the information and/or documents requested in order to facilitate the completion of the Post-Closing Adjustment Schedule (Audit by the last day of such Buyer's Accountant within the aforementioned time period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Buyer's Accountant determines that an adjustment to the Base Merger Consideration is appropriate, then (i) the Buyer shall deliver a written notice (the "Financial Adjustment Notice") to the Indemnification Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on setting forth the Response Date, determination made by the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation 's Accountant of the Merger Adjustment Amount Amount, and (ii) the components thereof, Buyer Common Stock component of the Base Merger Consideration shall be final, binding and conclusive for all purposes hereunder. In reduced by the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Merger Adjustment Amount, the Closing Indebtedness Company Stockholders shall owe the Merger Adjustment Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor Buyer, and the Buyer and the Indemnification Representative shall direct the Escrow Agent to each other deliver, and the Escrow Agent shall deliver to the Buyer, Escrow Shares with a Value (as promptly as possible after such term is defined below) equal to the engagement of the Independent Auditor. Merger Adjustment Amount. (c) The Independent Auditor Indemnification Representative shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than have thirty (30) days following from the receipt of the Financial Adjustment Notice to notify the Buyer if the Company Stockholders dispute such Financial Adjustment Notice. If the Buyer has not received notice of such a dispute within such 30-day on which period, the disagreement is referred Buyer shall be entitled to receive Escrow Shares with a Value equal to the Independent Auditor)Merger Adjustment Amount. If, however, the Indemnification Representative has delivered notice of such a dispute to the Buyer within such 30-day period, then the Buyer's Accountant shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in the United States to review the Surviving Company's books and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Merger Adjustment Amount. Such independent accounting firm shall be confirmed by the Indemnification Representative and the Buyer within five (5) days of its selection, unless there is an actual conflict of interest. The Independent Auditor independent accounting firm shall base its determination solely on be directed to consider only those agreements, contracts, commitments, or other documents (or summaries thereof) that were either (i) delivered or made available to the written submissions of Buyer's Accountant in connection with the parties and shall not conduct an independent investigation and transactions contemplated hereby, or (ii) reviewed by the extent (if any) to which Buyer's Accountant during the any course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Merger Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment if any, within thirty (only with respect to the remaining disagreements submitted to the Independent Auditor30) in order to be determineddays of its selection. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the The determination of such disputed items by Independent Auditor the independent accounting firm shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunderhereto, and upon such determination, the Buyer shall be entitled to receive Escrow Shares with a value equal to the Merger Adjustment Amount. All fees and expenses The costs of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder independent accounting firm shall be borne pro rata as split equally between the Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Stockholders, on the other hand, in proportion to the allocation and each shall pay one-half of the dollar value estimated cost of the amounts independent accounting firm in dispute as between advance. (d) The Buyer and shall not be permitted to assert a claim for breach of the Company Stockholder Representative (representation set forth in Section 2.8 for any amount for which the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company Base Merger Consideration has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders been adjusted pursuant to this Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor1.11.

Post-Closing Adjustment. (a) As soon as reasonably practicable following the Closing Datepracticable, and in any event within but no later than sixty (60) calendar days thereofafter the Closing Date, Buyer shall prepare and deliver to the Company Stockholder Seller Representative a schedule statement (the “Closing Adjustment Statement”) setting forth, forth in reasonable detail, Bxxxxdetail Buyer’s good faith calculations calculation of the Adjustment AmountFinal Working Capital, including calculations of the components thereof (the “Closing Indebtedness Amount Adjustment Computations”), and the amount of any Post-Closing Transaction ExpensesAdjustment. (b) For purposes hereof, prepared in accordance with GAAP (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, Adjustment” shall be finalequal to the following: (i) zero, binding and conclusive for all purposes hereunder. In if the event any Dispute Notice Final Working Capital is timely providedequal to or greater than the Target Floor but less than or equal to the Target Ceiling; (ii) if the Final Working Capital exceeds the Target Ceiling, then equal to the amount by which the Final Working Capital exceeds the Target Ceiling, which amount shall be payable by Buyer and to Seller in accordance with Section 3.3(h); or (iii) if the Company Final Working Capital is less than the Target Floor, then equal to the amount by which the Final Working Capital is less than the Target Floor, which amount shall promptly meet and attempt be payable by Seller to Buyer in accordance with Section 3.3(h). (c) If Seller Representative disagrees in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination with any of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items Closing Adjustment Computations as set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction ExpensesAdjustment Statement, as applicable, in writing then Seller Representative may deliver to the Independent Auditor and to each other as promptly as possible after the engagement Buyer a written notice of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be objection no later than thirty (30) days following after the day date on which Buyer delivered the disagreement Closing Adjustment Statement to Seller Representative, which notice (such notice, an “Objection”) shall specify, in reasonable detail, both the nature of each disputed item (each a “Disputed Item”) and the basis for the dispute. Failure by Seller Representative to deliver an Objection within such thirty (30)-day period will be deemed to be Seller’s acceptance of the Closing Adjustment Statement, including the resulting Post-Closing Adjustment, as the Final Closing Adjustment Statement. The parties shall attempt in good faith to reach agreement resolving all Disputed Items set forth in the Objection within thirty (30) days after its delivery. If the parties are unable to resolve any or all such Disputed Items within such thirty (30)-day period, then the parties shall, promptly after the expiration of such period, submit for resolution all unresolved Disputed Items (each, an “Unresolved Item”) to Xxxxxxx Xxxxxxxx LLP or, if Xxxxxxx Xxxxxxxx LLP is referred unable to serve, then Buyer and Seller Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants which has not provided services to any Seller Party, Buyer or Buyer Parent, or any of their respective Affiliates, within the preceding five (5) years (the “Accountants”). (d) Promptly, but no later than thirty (30) days after its acceptance of its appointment as the Accountants, the Accountants shall determine only the Unresolved Items and shall render a written determination (the “Accountants’ Determination”) to Buyer and Seller Representative as to the Independent Auditor)resolution of each Unresolved Item and the resulting Closing Adjustment Computations, as applicable. The Independent Auditor shall base In providing for its determination solely on of any Unresolved Item, the Accountants shall: (i) act as experts and not arbiters to calculate, based solely on the written submissions submission of Buyer, on the parties one hand, and shall Seller Representative, on the other hand, and not conduct an based upon independent investigation investigation, the Unresolved Items and such disputed Closing Adjustment Computations, as the case may be, resulting therefrom; (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any such item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party party; (iii) rule only on the Objections reasonably raised by the parties, accepting all other aspects of the Closing Adjustment Statement; and (iv) have no right, authority or discretion to employ any accounting standard or principles except for those provided for herein. The parties hereto agree that all adjustments shall act as an expert, not an arbitratorbe made without regard to materiality. Absent manifest error or fraudFurthermore, the determination of such disputed items by Independent Auditor Accountants shall be finalinstructed and agree to: (x) be bound by the applicable terms of this Agreement, including the definitions set forth herein; and (y) establish a process and timeline for resolution of the Unresolved Items set forth in the Objection so that the Accountants’ Determination is delivered to the parties within thirty (30) days after the submission of the Unresolved Items to the Accountants. The Accountants shall certify as to their compliance with (x) and (y) in the immediately foregoing sentence in the Accountants’ Determination. The Accountants will have exclusive jurisdiction over, and resort to the Accountants as provided in this Section 3.3(d) will be the sole recourse and remedy of, the parties against one another or any other Person with respect to any disputes arising out of, or relating to, any of the Closing Adjustment Computations. The Accountants’ Determination will be conclusive and binding on the partiesparties and will be enforceable in a court of competent jurisdiction. (e) Each party shall cooperate with, and make available to the Adjustment Amount other party and its Representatives, all records and shall permit access to its facilities and personnel, in each case, as calculated by reasonably required in connection with the Independent Auditor shall conclusive, final preparation and binding on the parties hereto for all purposes hereunder. All fees and expenses analysis of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, Closing Adjustment Statement and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation resolution of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has disputes with respect thereto. (f) Seller shall pay a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% portion of the fees and expenses of the Independent Auditor Accountants equal to one hundred percent (subject 100%) multiplied by a fraction, the numerator of which is the dollar amount of Unresolved Items submitted to the Company Stockholder Accountants that are resolved in favor of Buyer (that being the difference between the Accountants’ Determination and Seller Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders determination) and the Company Stockholders pursuant denominator of which is the total dollar amount of Unresolved Items submitted to Section 3.9(dthe Accountants (that being the sum total by which Buyer’s determination and Seller Representative’s determination differ from the Accountants’ Determination), if such expenses exceed the Representative Expense Fund) and . Buyer shall bear the remaining 40% pay that portion of the fees and expenses of the Independent AuditorAccountants that Seller is not required to pay pursuant to the foregoing. (g) As used herein, the term “Final Closing Adjustment Statement” means: (i) the Closing Adjustment Statement if Seller Representative does not deliver an Objection in accordance with Section 3.3(c); (ii) if Seller Representative timely delivers an Objection and all of the Disputed Items are resolved by agreement of the parties, then the Closing Adjustment Statement, as amended, if necessary, to reflect such resolution of all Disputed Items; or (iii) if any Unresolved Items are submitted to the Accountants, then the Closing Adjustment Statement, as amended, if necessary, to reflect any resolution of any Disputed Items by agreement of the parties and the resolution of all Unresolved Items by the Accountants as set forth in the Accountants’ Determination.

Post-Closing Adjustment. (a) As soon During the period between the date hereof and the Closing, Wabtec and GETS will periodically discuss when, and on what day of the month, the Closing is likely to occur. If the Parties determine that the Closing will occur between the first and the fifteenth day of a month, which determination will be made no later than two weeks prior to the end of the month preceding the month in which the Parties believe the Closing will occur (the "Preceding Month"), Wabtec shall perform a physical inventory as reasonably practicable following of the first day after the end of the Preceding Month (the "Preceding Month Inventory"). If the Parties determine that the Closing will occur after the fifteenth day of a month, or if a Preceding Month Inventory is not taken, (i) the Closing shall take place on the last day of the month in which the conditions set forth in Article X are satisfied or waived and (ii) Wabtec shall perform a physical inventory as of the first day after the end of such month (the "Closing Month Inventory"). GETS and its public accountants shall be entitled to observe the taking of the Preceding Month Inventory or Closing Month Inventory, as the case may be. (b) If the Closing occurs prior to 12:00 a.m. on the sixteenth day of a month, the date of the Closing Date Balance Sheets shall be the last day of month preceding the month during which the Closing occurs. Otherwise, the date of the Closing Date Balance Sheets shall be the Closing Date, and in any event . At the Closing (or within sixty ten (6010) calendar business days thereof, Buyer shall prepare and deliver to after the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations date of the Closing Indebtedness Amount and Date Balance Sheets, if later than the Closing Transaction ExpensesDate), Wabtec (or its independent public accountant) shall deliver to GETS: (x) a balance sheet for each Division of the Business as of the date determined above (the "Closing Date Balance Sheets"), (y) an accompanying closing statement (the "Closing Statement") reasonably detailing Sellers' determination of the Closing Date Net Worth and (z) if the Closing occurs on or prior to 12:00 a.m. on the sixteenth day of a month, a statement of daily cash flow of each Division of the Business for the period commencing on the first day of such month and ending on the Closing Date (the "Cash Flow Statement"). The Cash Flow Statement, if any, shall be subject to verification and audit by GETS and its independent public accountant for a period of ten (10) business days after its delivery. The Closing Date Balance Sheets shall be: (i) prepared as if they were year-end balance sheets (including typical year-end adjustments customarily made by Seller Relating to the Business); (ii) prepared in accordance with GAAP GAAP, applied on a basis consistent with that used to prepare the Business Balance Sheets and the Interim Balance Sheets; and (iii) in a format identical to and in a manner consistent with the Business Balance Sheets and the Interim Balance Sheets. The accounting procedures used to prepare the Closing Date Balance Sheets shall include the results of the Preceding Month Inventory or the Closing Month Inventory, as the case may be. Any shortages or shrinkages resulting from such physical inventory shall be applied first to any shrinkage reserve previously recorded in the financial statements immediately preceding the prior reporting period. The results of such physical inventory shall be used to determine the inventory balances, and in valuing the inventory, Wabtec costs shall be used. Prior to delivery of the Closing Date Balance Sheets, GETS and its accountants shall be permitted to discuss with Wabtec and its accountants the proposed Closing Date Balance Sheets and the Cash Flow Statement (if any), and GETS and its accountants shall have full access upon reasonable notice at all reasonable times during normal business hours to the work papers and supporting records of Wabtec relating to the preparation of the Closing Date Balance Sheets and the Cash Flow Statement (if any), so as to permit GETS and its accountants to make copies of such work papers and supporting records and to allow GETS to become informed concerning all matters relating to such preparation and the accounting procedures, methods, tests and approaches being utilized in connection therewith. GETS must, within thirty (30) days after its receipt of the Closing Date Balance Sheets, the Closing Statement, and the Cash Flow Statement (if its delivery is required), give written notice (the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5"Notice") Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth to Wabtec specifying in reasonable detail the particulars of such disagreement (such noticeGETS' objections, a “Dispute Notice”)if any, with respect thereto. In the event that the Company Stockholder Representative If GETS does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on timely deliver the Response DateNotice, Wabtec's determination of the Closing Date Balance Sheets, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount Cash Flow Statement (if any) and the components thereof, Closing Date Net Worth shall be final, binding and conclusive for all purposes hereunderon the Parties. In the event With respect to any Dispute Notice is timely provideddisputed amounts, Buyer GETS and the Company Wabtec shall promptly meet and attempt negotiate in good faith during the ten (10) business day period (the "Resolution Period") after the date of Wabtec's receipt of the Notice to resolve any such disputes. If GETS and Wabtec are unable to resolve any such dispute within the disputed item(sResolution Period, then within five (5) business days after the expiration of the Resolution Period, all unresolved disputes shall be submitted to the New York, New York office of PricewaterhouseCoopers LLP (the "Independent Accountant"), who shall be engaged to provide a final and negotiate an agreed-upon conclusive resolution of all unresolved disputes within fifteen (15) business days after such engagement. The determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor Accountant shall be final, binding and conclusive on GETS and binding on the partiesWabtec, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor Accountant shall be borne equally by GETS and Wabtec. (subject to c) If the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders Closing Date Net Worth as finally determined pursuant to Section 3.9(d3.2(b) is less than the Benchmark Net Worth by more than $5,000,000, Wabtec shall pay to GETS the amount by which the difference between the Closing Date Net Worth and the Benchmark Net Worth exceeds $5,000,000. If the Cash Flow Statement is required to be delivered pursuant to Section 3.2(b), then (i) if such expenses exceed the Representative Expense Fund) and Buyer shall bear Cash Flow Statement reflects that the remaining 40% cash receipts of the fees and expenses Business exceeded the cash disbursements for the period beginning on the first day following the end of the Independent AuditorPreceding Month and ending on the Closing, then Wabtec shall remit to GETS the amount of such excess, or (ii) if the Cash Flow Statement reflects that the cash disbursements of the Business exceeded the cash receipts for the period beginning on the first day following the end of the Preceding Month and ending on the Closing, GETS shall remit to Wabtec the amount of such deficit. All payments required pursuant to this Section 3.2(c) shall be made within five (5) business days after final determination of the Closing Date Balance Sheets and the Cash Flow Statements (if required to be delivered) pursuant to Section 3.2(b).

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within 20 Business Days after the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer Acquiror shall prepare and deliver to the Company Stockholder Representative Agent a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations balance sheet of the Adjustment AmountCompany and its Subsidiaries, including calculations dated as of the Closing Indebtedness Amount and the Closing Transaction Expenses, Date prepared in accordance with GAAP Schedule 1.1B and without reflecting the Closing (the “Post-Closing Adjustment ScheduleBalance Sheet”). If ) reflecting the Company Stockholder Representative Closing Tangible Net Book Value, provided, that no accounting adjustments in respect of the transactions contemplated by this Agreement shall disagree with any calculations be made except as may be provided in Schedule 2.11; provided further, that in the Post-Closing Adjustment Scheduleevent of a conflict between GAAP and consistent application as contemplated in Schedule 1.1B, it Schedule 1.1B shall notify Buyer of such disagreement in writing within five prevail. (5b) During the ten Business Days following delivery of the date Buyer delivers Closing Balance Sheet to the Post-Stockholder Agent, Acquiror shall use its commercially reasonable efforts to provide the Stockholder Agent with access to the working papers of Acquiror relating to the Closing Adjustment Schedule (Balance Sheet requested by the last day Stockholder Agent, and Acquiror shall cooperate with the Stockholder Agent to provide it with other information used in preparing the Closing Balance Sheet reasonably requested by the Stockholder Agent. The Closing Balance Sheet and Closing Tangible Net Book Value shall become final and binding on the close of business on the 30th Business Day following delivery thereof, unless prior to such periodtime, the “Response Date”), setting forth in reasonable detail the particulars Stockholder Agent delivers to Acquiror written notice of such its disagreement (such notice, a “Dispute NoticeNotice of Disagreement”)) specifying the nature and amount of any disputed item. In the event that the Company The Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Agent shall be deemed to have been finally determined for agreed with all purposes items and amounts in the Closing Balance Sheet not specifically referenced in the Notice of this AgreementDisagreement, and such items and amounts shall not be subject to review or claim. (bc) In During the event that any disputed items set forth in ten Business Days following receipt by Acquiror of a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firmDisagreement, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative parties in good faith shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing seek to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the resolve any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only differences that they may have with respect to the remaining disagreements submitted matters therein. During such ten Business Day period, the Stockholder Agent shall use its commercially reasonable efforts to provide Acquiror with access to the Independent Auditor) in order working papers of the Stockholder Agent relating to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination Notice of such disputed items by Independent Auditor shall be final, conclusive and binding on the partiesDisagreement, and the Adjustment Amount as calculated Stockholder Agent and its agents shall cooperate with Acquiror to provide it with any other information used to prepare such Notice of Disagreement reasonably requested by Acquiror. Any disputed items resolved between the Stockholder Agent and Acquiror within such ten Business Day period shall be recorded in writing signed by such parties and shall be final and binding, and if the Stockholder Agent and Acquiror agree in writing on the amount of the Closing Tangible Net Book Value, the amount so determined shall be final and binding. If the Stockholder Agent and Acquiror have not resolved all such differences by the end of such ten Business Day period, the Stockholder Agent and Acquiror shall submit, in writing, to an independent public accounting firm or accountant mutually acceptable to Acquiror and the Stockholder Agent (the “Independent Auditor Accountant”), and in the absence of such agreement shall conclusivebe Ernst & Young LLP, final their briefs detailing their positions as to the correct nature and binding on amount of each item remaining in dispute and the parties hereto for all purposes hereunder. All fees and expenses amount of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000Tangible Net Book Value, and the Independent Auditor determines that Accountant shall make a written determination as to each such disputed item and the Company has a valid claim that $400,000 amount of the $1,000,000 claimed by Buyer do not constitute Closing Transaction ExpensesTangible Net Book Value, which determination shall be final and binding. The Independent Accountant shall resolve only items remaining in dispute between the Company parties within the range of the difference between Acquiror’s position and the Stockholder Representative Agent’s position with respect thereto. The Stockholder Agent and Acquiror shall bear 60% use their commercially reasonable efforts to cause the Independent Accountant to render a written decision resolving the matters submitted to it within 20 Business Days following the submission thereof. The costs of any such dispute resolution, including the fees and expenses of the Independent Auditor Accountant and of any enforcement of the determination thereof, shall be borne by the Stockholder Agent and Acquiror in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountant at the time the determination of such firm is rendered on the matters submitted. The fees and disbursements of the agents of each party incurred in connection with their preparation or review of the Closing Balance Sheet and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (subject to the Company Stockholder Representative’s right d) The Merger Consideration shall be adjusted, upwards or downwards, as follows (with amounts for Dissenting Shares to be indemnified held by Acquiror): (i) if the Pre-Reverse Split Company Stockholders and the Company Stockholders Closing Tangible Net Book Value as determined pursuant to Section 3.9(d)2.11 is greater than the Estimated Tangible Net Book Value, the Merger Consideration shall be adjusted upwards in an amount equal to the difference between the Closing Tangible Net Book Value and the Estimated Tangible Net Book Value, and Acquiror shall include such amount in the Indemnity Holdback on the terms set forth in Article VII for distribution, without interest, to the Stockholders as contemplated by Sections 2.7 and 2.10 and Article VII; and (ii) if the Estimated Tangible Net Book Value is greater than the Closing Tangible Net Book Value as finally determined pursuant to Section 2.11, the Merger Consideration shall be adjusted downwards in an amount equal to the difference between the Estimated Tangible Net Book Value and the Closing Tangible Net Book Value. In such expenses exceed event, Acquiror shall cancel a number of shares of Stock Consideration in the Representative Expense Fund) and Buyer shall bear Indemnity Holdback with an aggregate value equal to the remaining 40% amount of the fees and expenses deficiency (rounded to the nearest whole share) determined based upon the Claim Stock Value. Cancellation of the Independent AuditorStock and forfeiture by the Stockholders shall be determined based upon such Stockholders Proportionate Share.

Post-Closing Adjustment. (a) As soon as reasonably practicable following of and promptly after the Closing Date, Purchaser shall: (i) prepare or cause to be prepared and in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver delivered to Seller an unaudited closing balance sheet for the Company Stockholder Representative a schedule Acquired Business setting forth, in reasonable detail, Bxxxx’s good faith calculations forth the net book value of the Adjustment Amount, including calculations Purchased Assets and book amount of the Assumed Liabilities as of the Closing Indebtedness Amount and Date (such balance sheet is referred to herein as the "Closing Balance Sheet"); and (ii) from the Closing Transaction ExpensesBalance Sheet, determine the amount of the Working Capital as of the Closing Date (the "Closing Working Capital"). (b) The Closing Balance Sheet shall be made and prepared in accordance with GAAP (and consistent with the “Post-Closing Adjustment Schedule”). If the Company Stockholder Representative shall disagree with any calculations accounting principles and practices applied in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days preparation of the date Buyer delivers Reference Balance Sheet and the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount Closing Working Capital will be determined in accordance with the methodologies set forth on Schedule 2.4(b) hereof (the "Working Capital Methodologies"). The Closing Balance Sheet and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items Closing Working Capital shall be deemed completed by Purchaser and delivered to have been finally determined for all purposes of this AgreementSeller within 60 days after the Closing Date. (bc) In the event that Seller does not agree as to the Closing Balance Sheet or to the amount of the Closing Working Capital determined by Purchaser, then Seller shall deliver to Purchaser a written statement describing with reasonable detail the basis for any disputed items set forth in such claim within 30 days after receiving the Closing Balance Sheet (the "Statement of Objection"). Purchaser and Seller will use reasonable efforts to resolve any such claims themselves. If they do not obtain a Dispute Notice remain unresolved final resolution within 120 days after thirty the Closing Date, however, Purchaser and Seller will select an accounting firm from among the "Final Four" accounting firms mutually acceptable to them to resolve any remaining such claims. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally recognized accounting firm by lot (30after excluding any such firm engaged by Purchaser, Seller or their Affiliates) (the "Arbitrating Accountant"). (d) Within ten (10) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor Arbitrating Accountant, Seller and Purchaser shall be instructed to render its determination provide the Arbitrating Accountant with copies of (i) this Agreement, (ii) Closing Balance Sheet prepared by Purchaser, (iii) the Purchaser's calculation of Closing Working Capital, (iv) the Statement of Objections, (v) a list of items remaining in dispute, and (vi) a written submission from each of Seller and Purchaser setting forth their respective positions with respect to such disagreements as soon as reasonably possible each item remaining in dispute. (which the parties hereto agree should not e) The Arbitrating Accountant's engagement will be later than thirty (30) days following the day on which the disagreement is referred limited to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) reviewing the items placed in dispute pursuant to Section 2.4(d) above, (ii) reviewing the written submissions of provided by Seller and Purchaser pursuant to Section 2.4(d) above, (iii) determining the parties appropriate and shall not conduct an independent investigation correct amounts for any item in dispute in the Closing Working Capital in accordance with Section 2.4(a) and (iib) the extent (if any) to which the any of the Adjustment Amounthereof; provided, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) that in order to be determined. In resolving any a disputed item, the Independent Auditor Arbitrating Accountant may not assign a value to of any particular item greater than the greatest value for of such item claimed by either party or less than the smallest value for such item claimed by either party party, in each case as presented to the Arbitrating Accountant and (iv) determining the correct Closing Working Capital amount. The Arbitrating Accountant shall act as an expert, not an arbitrator. Absent manifest error or fraud, make a written determination on each disputed matter no later than 180 days after the Closing Date and such determination of such disputed items by Independent Auditor shall will be final, conclusive and binding on the parties, upon Purchaser and the Adjustment Amount Seller with respect to that disputed matter. The proposed Closing Balance Sheet and the Closing Working Capital will be revised as calculated by appropriate to reflect the Independent Auditor shall conclusiveresolution of any such claims pursuant to this Section 2.4. (f) The fees, final and binding on the parties hereto for all purposes hereunder. All fees charges and expenses of the Independent Auditor relating to Arbitrating Accountant (collectively, the work, if any, to be performed by the Independent Auditor hereunder "Accounting Expenses") shall be borne pro rata as by the parties hereto in the following manner: (A) if the difference between Buyer, on the one hand, Closing Working Capital determined by Purchaser and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified Closing Working Capital determined by the Pre-Reverse Split Company Stockholders and Arbitrating Accountant is greater than the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed difference between the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (Closing Working Capital set forth in the written submissions Statement of Objections by Seller and the Closing Working Capital determined by the Arbitrating Accountant, the Purchaser will pay all of the Accounting Expenses; (B) if the difference between Closing Working Capital determined by Purchaser and the Closing Working Capital determined by the Arbitrating Accountant is less than the difference between the Closing Working Capital set forth in the Statement of Objections by Seller and the Closing Working Capital determined by the Arbitrating Accountant, then Seller will pay all of the Accounting Expenses and (C) if the difference between Closing Working Capital determined by Purchaser and the Closing Working Capital determined by the Arbitrating Accountant is equal to the Independent Auditor) made difference between the Closing Working Capital set forth in the Statement of Objections by Seller and the Closing Working Capital determined by the Independent Auditor such that Arbitrating Accountant, then Seller and Purchaser shall each pay one-half of the party prevailing Accounting Expenses. (g) Purchaser will make the work papers and back-up materials necessary for the preparation of the Closing Balance Sheet, and any books, records and financial staff of the Acquired Business, available to Seller and its accountants and other representatives and to the Arbitrating Accountant resolving any claim concerning the Closing Balance Sheet at reasonable times and upon reasonable notice at any time during (i) the preparation of the Closing Balance Sheet, (ii) the review by Seller of the Closing Balance Sheet, and (iii) the resolution by Purchaser and Seller and/or the Arbitrating Accountant of any objections thereto. (h) Seller will make the work papers and back-up materials necessary for the preparation of the Closing Balance Sheet available to Purchaser and its accountants and other representatives and to the Arbitrating Accountant resolving any claim concerning the Closing Balance Sheet at reasonable times and upon reasonable notice at any time during (i) the preparation of the Closing Balance Sheet and (ii) the resolution by Purchaser and Seller and/or the Arbitrating Accountant of any objections thereto. (i) The Purchase Price will be adjusted if the Closing Working Capital as finally determined under this Section 2.4 is greater than $3,250,617 or less than $2,659,595. If the Closing Working Capital is greater than $3,250,617, then the Purchase Price will be increased accordingly on a dollar-for-dollar basis of the greater dollar value amount of such disputes pays excess (the lesser proportion "Positive Closing Date Adjustment Amount"). In such event, the Positive Closing Date Adjustment Amount will be paid by Purchaser to Seller together with interest for the period from the Closing Date to the date of payment at the rate of 2% per annum, by wire transfer of immediately available funds to an account designated by Seller in writing, no later than three business days after the completion of the fees Closing Balance Sheet and expenses. For example, if Buyer challenges the calculation resolution of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders disputes related thereto pursuant to Section 3.9(d)2.4 of this Agreement. If the Closing Working Capital is less than $2,659,595, if such expenses exceed then the Representative Expense Fund) and Buyer shall bear the remaining 40% Purchase Price will be decreased on a dollar-for-dollar basis of the fees and expenses amount of such deficiency (the "Negative Closing Date Adjustment Amount"). In such event, Seller will pay the Negative Closing Date Adjustment Amount to Purchaser together with interest for the period from the Closing Date to the date of payment at the rate of 2% per annum, by wire transfer of immediately available funds to an account designated by Purchaser in writing, no later than three business days after the completion of the Independent AuditorClosing Balance Sheet and the resolution of any disputes related thereto pursuant to Section 2.4 of this Agreement.

Post-Closing Adjustment. (a) As soon Within 30 days after the Closing, (i) Xxxxxxxx will deliver to Chevron and the Company an unaudited statement of Net Working Capital of P Chem as reasonably practicable following of the Closing Date, prepared on a basis consistent with the P Chem December 31 Balance Sheet (Xxxxxxxx' "Net Working Capital Statement") and an unaudited statement of Contributed Cash (Xxxxxxxx' "Contributed Cash Statement"), and (ii) Chevron will deliver to Xxxxxxxx an unaudited statement of Net Working Capital of C Chem as of the Closing Date, prepared on a basis consistent with the C Chem December 31 Balance Sheet (Chevron's "Net Working Capital Statement") and an unaudited statement of Contributed Cash (Chevron's "Contributed Cash Statement"). (b) Each Party shall provide the other Party (and, if applicable, the Neutral Firm), upon request, prompt and reasonable access to its books and records and other supporting information reasonably necessary for the other Party (and, if applicable, the Neutral Firm) to verify the determination of such Party's Net Working Capital Statement and Contributed Cash Statement. (c) Unless, within 45 days after receipt by a Party of the other Party's Net Working Capital Statement and Contributed Cash Statement, the receiving Party notifies the delivering Party that the receiving Party does not agree with the determination of Net Working Capital and/or Contributed Cash as of the Closing Date set forth in such delivering Party's Net Working Capital Statement and/or Contributed Cash Statement, such delivering Party's Net Working Capital and Contributed Cash determinations shall be final and binding on the Parties and shall be deemed such Party's "Actual Net Working Capital" and "Actual Contributed Cash," respectively. If the receiving Party notifies the delivering Party in writing during such 45-day period that the receiving Party does not agree with the delivering Party's Net Working Capital or Contributed Cash determination, then the Parties shall discuss such disagreement in good faith for 15 days from the date of such written notice, and, if such disagreement is not resolved at the end of such 15-day period, the disagreement will be submitted to KPMG LLP (the "Neutral Firm"). The Neutral Firm will review the disagreement, and, as soon as possible but in any event within sixty not later than 60 days after the disagreement was submitted to it, the Neutral Firm shall deliver to Xxxxxxxx and Chevron its determination of the Actual Net Working Capital and/or Actual Contributed Cash, which determination shall be final and binding on the Parties and then shall be deemed such Party's Actual Net Working Capital and/or Actual Contributed Cash. The fees and expenses of the Neutral Firm shall be allocated between Xxxxxxxx and Chevron by the Neutral Firm. (60d) calendar days thereofAfter a determination of either Party's Contributed Cash shall have become final and binding on Xxxxxxxx and Chevron as described in Section 3.3(c), Buyer the Company shall prepare pay to such Party an amount equal to the Actual Contributed Cash of such Party. (e) After a determination of both Parties' Actual Net Working Capital shall have become final and deliver binding on Xxxxxxxx and Chevron as described in Section 3.3(c): (i) if both of the C Chem Working Capital Difference and the P Chem Working Capital Difference are greater than or equal to zero, then the absolute difference between the C Chem Working Capital Difference and the P Chem Working Capital Difference shall be a loan to the Company Stockholder Representative a schedule setting forthand the Company shall pay such difference either to Chevron, in reasonable detailif the C Chem Working Capital Difference is greater than the P Chem Working Capital Difference, Bxxxx’s good faith calculations or to Xxxxxxxx, if the P Chem Working Capital Difference is greater than the C Chem Working Capital Difference; (ii) if both of the Adjustment AmountC Chem Working Capital Difference and the P Chem Working Capital Difference are less than zero, including calculations then the absolute difference between the C Chem Working Capital Difference and the P Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such difference either to Chevron, if the C Chem Working Capital Difference is closer to zero than the P Chem Working Capital Difference, or to Xxxxxxxx, if the P Chem Working Capital Difference is closer to zero than the C Chem Working Capital Difference; (iii) if the C Chem Working Capital Difference is greater than or equal to zero and the P Chem Working Capital Difference is less than zero, then the sum of the Closing Indebtedness Amount C Chem Working Capital Difference and the absolute value of the P Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such sum to Chevron; or (iv) if the P Chem Working Capital Difference is greater than or equal to zero and the C Chem Working Capital Difference is less than zero, then the sum of the P Chem Working Capital Difference and the absolute value of the C Chem Working Capital Difference shall be a loan to the Company and the Company shall pay such sum to Xxxxxxxx. (f) The payments described in Sections 3.3(d) and 3.3(e), together with interest thereon from and including the Closing Transaction ExpensesDate to but excluding such payment date, prepared in accordance with GAAP at a rate equal to the rate of interest from time to time announced publicly by Chase Manhattan Bank as its prime rate (the “Post-Closing Adjustment Schedule”"Reference Rate"). If , will be paid out of borrowings by the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing and will be made within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30necessary determination(s) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, has become final and binding on the parties hereto for all purposes hereunder. All fees as described above and expenses of the Independent Auditor relating will be made in immediately available funds by wire transfer to the work, if any, to be performed an account designated by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on Person to receive the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorpayment.

Post-Closing Adjustment. (a) As soon as reasonably practicable following After the Closing Date, Seller and in any event within sixty (60) calendar days thereof, Buyer shall prepare cooperate and deliver provide each other access to the Company Stockholder Representative a schedule setting forththeir respective books, in reasonable detail, Bxxxx’s good faith calculations records and employees (and those of the Adjustment AmountProject Companies) as are reasonably requested in connection with the matters addressed in this Section 2.6. Within 45 days after the Closing Date, including calculations Seller shall determine the Adjusted Net Working Capital and Major Maintenance Amount as of the Closing Indebtedness Amount and the Closing Transaction Expensesshall provide Buyer with written notice of such determination, prepared in accordance along with GAAP reasonable supporting information and calculations (the “Post-Closing Adjustment ScheduleSeller’s Determination”). If the Company Stockholder Representative shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items shall be deemed to have been finally determined for all purposes of this Agreement. (b) In If Buyer objects to Seller’s Determination, then it shall provide Seller written notice thereof within 20 days after receiving Seller’s Determination. If the event Parties are unable to agree on the Adjusted Net Working Capital or Major Maintenance Amount, in each case as of the Closing, within 90 days after the Closing Date, the Parties shall refer such dispute to Ernst and Young LLP or, if that firm declines to act as provided in this Section 2.6(b), another firm of independent public accountants, mutually acceptable to Buyer and Seller, which firm shall make a final and binding determination as to all matters in dispute (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. Such firm shall not have the power to modify or amend any disputed items term or provision of this Agreement. Each Party shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Buyer does not object to Seller’s Determination within the time period and in the manner set forth in a Dispute Notice remain unresolved after thirty the first sentence of clause (30b) calendar days or if Buyer accepts Seller’s Determination, the Adjusted Net Working Capital as set forth in Seller’s Determination shall become final and binding upon the Parties for all purposes hereunder. (c) If the Adjusted Net Working Capital or the Major Maintenance Amount, in each case as of the delivery of Closing (as agreed between the Dispute Notice, such remaining disagreements shall be resolved Parties or as determined by an independent the above-referenced accounting firm or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition otherwise) is greater than or delay their selection) by Bxxxx and less than the Company Stockholder Representative (such firm, ANWC Estimate or the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction ExpensesMM Estimate, as applicable, in writing then Buyer shall pay Seller, or Seller shall pay Buyer, respectively, within 10 Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amountpayee, the Closing Indebtedness Amount and/or difference between such amounts plus interest thereon at the Interest Rate from the Closing Transaction Expenses requires adjustment (only with respect to Date through and including the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination date of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder shall be borne pro rata as between Buyer, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund), on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute as between Buyer and the Company Stockholder Representative (set forth in the written submissions to the Independent Auditor) made by the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and expenses. For example, if Buyer challenges the calculation of any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditorpayment.

Post-Closing Adjustment. (a) As soon as reasonably practicable Within ||||||| ||||||| days following the Closing DateClosing, and in any event within sixty (60) calendar days thereof, Buyer Purchaser shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations of the Adjustment Amount, including calculations Shareholders its final determination of the Closing Indebtedness Amount Purchase Price, including statements of the Company Debt, Working Capital Shortfall or Working Capital Excess (as the case may be) (as revised or adjusted pursuant to this Section 2.4, each, a “Final Statement” and the Closing Transaction Expensescollectively, prepared in accordance with GAAP (the “Post-Closing Adjustment ScheduleFinal Statements”), including such schedules and data as may be appropriate to support such calculations. Purchaser shall provide the Shareholders with reasonable access to the applicable records to the extent reasonably requested by the Shareholders during the dispute resolution periods described in this Section 2.4 and to the extent necessary for the Shareholders to review the applicable calculations thereon. (b) If the Shareholders objects to ’Therachon’s determination of the Company Debt, Working Capital Shortfall or Working Capital Excess (as the case may be), as reflected in the Final Statements, the Shareholders shall notify the Purchaser in writing of such objection(s) within ||||||| ||||||| days after receipt of the Final Statements from the Purchaser (an “Notice of Objection”). If the Company Stockholder Representative The Notice of Objection shall disagree with any calculations in the Post-Closing Adjustment Schedule, it shall notify Buyer of such disagreement in writing within five (5specify which Final Statement(s) Business Days of the date Buyer delivers the Post-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting forth are being disputed and describe in reasonable detail the particulars basis for such disputes. (c) If the Shareholders do not deliver a Notice of Objection within the time limited therefor, then the Final Statements will be conclusive, final and binding in their entirety on all of the parties. If the Shareholders deliver a Notice of Objection with respect to one or more Final Statements in accordance with Section 2.4(b), then (i) the Final Statement(s) not subject to the Notice of Objection shall be conclusive, final and binding with respect to those items that are not objected to by the Shareholders in the Notice of Objection, (ii) the Shareholders and the Purchaser shall attempt to resolve such disagreement disputed items, and (iii) to the extent that the Shareholders and the Purchaser are unable to resolve any such noticedisputes, a “Dispute Notice”). the items set forth in the Notice of Objection shall be resolved in accordance with the procedures set forth in Section 2.4(d) below. (d) In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount Purchaser and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith Shareholders are unable to resolve the disputed item(sitems within |||||||||| |||||||||| days after delivery of the Notice of Objection, either the Purchaser or the Shareholders may demand that such disputed items be referred to an accounting firm mutually agreed by the Shareholders and the Purchaser that is not the accounting firm for any of the Company, the Purchaser or any of the Shareholders (the “Accounting Firm”) to finally resolve such disputed items. The Accounting Firm shall act as an expert and negotiate not as an agreed-upon arbitrator to determine only the disputed items, and the determination of each disputed item shall be within the range established by the Final Statements and the Notice of Objection, if any. The determination of the items relating to such dispute, and any such agreed-upon items Accounting Firm shall be deemed to have been finally determined for all purposes of this Agreement. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other made as promptly as possible after the engagement of the Independent Auditor. The Independent Auditor and shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed item, the Independent Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor shall be final, conclusive and binding on the parties, and the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on upon the parties parties. Each party hereto for all purposes hereundershall be permitted to submit such data and information to the Accounting Firm as such party deems appropriate. All The fees and expenses of the Independent Auditor relating to Accounting Firm incurred in resolving the work, if any, to be performed by the Independent Auditor hereunder disputed matter shall be borne pro rata as between Buyerby each of the Purchaser, on the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund)Shareholders, on the other hand, in proportion to the allocation difference between their respective position(s) on the matter(s) under dispute and the ultimate determined amount. For all other costs and expenses, the Purchaser and Shareholders shall each pay their own costs and expenses incurred under this Section 2.4(d). (e) The closing adjustments as determined in accordance with this Section 2.4 (the “Closing Adjustments”) shall be used to determine the final Closing Purchase Price in accordance with Section 2.1 (the “Final Purchase Price”). Once the Final Purchase Price is determined in accordance with Section 2.1 and this Section 2.4 if (i) the Estimated Purchase Price exceeds the Final Purchase Price, an amount equal to the difference between the Estimated Purchase Price less the Final Purchase Price (such amount, if any, the “Purchase Price Deficit”) shall be satisfied by offset against the Escrow Account pursuant to the terms of the dollar value Escrow Agreement (or by payment of such Purchase Price Deficit by the Shareholders, if the amount in the Escrow Account is insufficient for those purposes), or (ii) the Final Purchase Price exceeds the Estimated Purchase Price (such amount, if any, the “Purchase Price Excess”), the Purchaser shall pay to the Shareholders within ten (10) Business Days of notice of the amounts in dispute as between Buyer and determination of the Company Stockholder Representative (set forth in the written submissions Final Purchase Price, an amount equal to the Independent Auditor) made Purchase Price Excess by wire transfer of immediately available funds to the bank account designated in writing by the Independent Auditor such that Shareholders. (f) Once the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees Final Purchase Price is determined in accordance with Section 2.1 and expenses. For example, if Buyer challenges the calculation of this Section 2.4 (and after giving effect to any items underlying the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(dadjustments thereto resulting from any indemnification payments hereunder), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent Auditor.then, for all purposes under this Agreement, references

Post-Closing Adjustment. (a) As soon as reasonably practicable following Within 20 days after the end of each month that ends before the Closing Date, Seller will provide to Purchaser a statement of the Estimated Pre-Closing Net Income for such month, together with such reasonably detailed data and calculations appropriate to support such statement. Purchaser shall have five Business Days after the receipt of each such statement to provide Seller with Purchaser’s comments on such statement and the data and calculations set forth therein, which comments shall be considered by Seller in any event within sixty (60) calendar days thereof, Buyer shall prepare and deliver to the Company Stockholder Representative a schedule setting forth, in reasonable detail, Bxxxx’s good faith calculations (and if revised by Seller in response to Purchaser’s comments, the revised statement shall be the statement of the Adjustment Amount, including calculations of the Closing Indebtedness Amount and the Closing Transaction Expenses, prepared in accordance with GAAP (the “PostEstimated Pre-Closing Adjustment Schedule”Net Income for such month). If Purchaser notifies Seller in writing that Purchaser is in agreement with the Company Stockholder Representative shall disagree with any calculations in the Poststatement of Estimated Pre-Closing Adjustment ScheduleNet Income for any month, it shall notify Buyer then the amount of such disagreement in writing within five (5) Business Days of the date Buyer delivers the PostEstimated Pre-Closing Adjustment Schedule (the last day of such period, the “Response Date”), setting Net Income set forth in reasonable detail the particulars of such disagreement (such notice, a “Dispute Notice”). In the event that the Company Stockholder Representative does not provide a Dispute Notice on or prior to 5:00pm Eastern Time on the Response Date, the Post-Closing Adjustment Schedule as delivered by Buyer, including Buyer’s calculation of the Adjustment Amount and the components thereof, shall be final, binding and conclusive for all purposes hereunder. In the event any Dispute Notice is timely provided, Buyer and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the items relating to such dispute, and any such agreed-upon items statement shall be deemed to have been finally determined accepted and agreed upon as the Final Pre-Closing Net Income for all such month for purposes of this AgreementSection 3.6. If Purchaser does not notify Seller in writing of its agreement with the statement of Estimated Pre-Closing Net Income for any month or notifies Seller of any objection to such statement, the Estimated Pre-Closing Net Income for such month shall be determined in accordance with the remainder of this Section 3.6. (b) In the event that any disputed items set forth in a Dispute Notice remain unresolved after thirty (30) calendar days of the delivery of the Dispute Notice, such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized national standing At least five Business Days prior to be mutually selected (neither party to unreasonably withhold, condition or delay their selection) by Bxxxx and the Company Stockholder Representative (such firm, the “Independent Auditor”). Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction ExpensesDate, as applicable, in writing Seller shall deliver to the Independent Auditor and to each other as promptly as possible after the engagement Purchaser a proposed statement of the Independent Auditor. The Independent Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) days following the day on which the disagreement is referred to the Independent Auditor). The Independent Auditor shall base its determination solely on (i) the written submissions estimated Pre-Closing Net Income (the “Estimated Pre-Closing Net Income”) as of immediately prior to the parties and shall not conduct an independent investigation Closing Date and (ii) the extent (if any) to which the any Seller’s proposed final calculation of the Adjustment AmountEstimated Pre-Closing Net Income Amount (such statement, the “Estimated Pre-Closing Indebtedness Amount and/or Net Income Statement”) together with such reasonably detailed data and calculations appropriate to support the Estimated Pre-Closing Net Income Statement. The Estimated Pre-Closing Net Income Statement shall be prepared by Seller in good faith and in accordance with GAAP, consistently applied, and shall be certified by the Chief Financial Officer of the Company or other officer of the Company or Seller reasonably acceptable to Purchaser. Purchaser shall have until two Business Days prior to the Closing Transaction Expenses requires adjustment Date to provide Seller any comments on the Estimated Pre-Closing Net Income Statement and the data and calculations set forth therein, which comments shall be considered by Seller in good faith (only with respect and if revised by Seller in response to the remaining disagreements submitted to the Independent Auditor) in order to be determined. In resolving any disputed itemPurchaser’s comments, the Independent Auditor may revised statement shall be the statement of the Estimated Pre-Closing Net Income Statement). (c) If Purchaser does not assign a value object to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and shall act as an expert, not an arbitrator. Absent manifest error or fraud, the determination of such disputed items by Independent Auditor the Estimated Pre-Closing Net Income Amount as set forth on the Estimated Pre-Closing Net Income Statement within 60 days after the Closing Date, the Estimated Pre-Closing Net Income Statement shall be final, conclusive deemed to have been accepted and binding agreed upon. If Purchaser objects to the Estimated Pre-Closing Net Income Amount set forth on the partiesEstimated Pre-Closing Net Income Statement, Purchaser shall notify Seller of such objection and the basis for such objection, and Purchaser and Seller shall endeavor to resolve any such objection. If Seller and Purchaser are unable to resolve such objection within 30 days, the Adjustment Amount as calculated by the Independent Auditor shall conclusive, final and binding on the parties hereto for all purposes hereunder. All fees and expenses of the Independent Auditor relating to the work, if any, to be performed by the Independent Auditor hereunder disputed item(s) shall be borne pro rata as between Buyersubmitted to a neutral and impartial, on nationally recognized certified public accounting firm for resolution in accordance with the one hand, and the Company Stockholder Representative (subject to the Company Stockholder Representative’s right to be indemnified by the procedures of Section 2.2(b)(iii). The Estimated Pre-Reverse Split Company Stockholders and the Company Stockholders Closing Net Income Amount, as it may be adjusted pursuant to Section 3.9(d2.2(b)(iii) and this Section 3.6(c), if such expenses exceed shall be the Representative Expense Fund), on Final Pre-Closing Net Income Amount. (d) On the other hand, in proportion third Business Day after Purchaser and Seller agree (or have been deemed to agree) to the allocation Final Pre-Closing Net Income Amount (or after Purchaser and Seller receive notice of any final determination of the dollar value of Final Pre-Closing Net Income Amount pursuant to the amounts in dispute as between Buyer and the Company Stockholder Representative (procedures set forth in Section 2.2(b)(iii) and Section 3.6(c)), then (i) if the written submissions Final Pre-Closing Net Income Amount exceeds the Estimated Pre-Closing Net Income Amount, Purchaser shall pay to Seller an amount in cash equal to such excess and (ii) if the Estimated Pre-Closing Net Income Amount exceeds the Final Pre-Closing Net Income Amount, Seller shall pay to Purchaser an amount in cash equal to such excess, plus in each of cases (i) and (ii), interest on such amount from the Closing Date up to but excluding the date on which such payment is made at a rate per annum equal to the Independent AuditorFederal Funds Rate as of the Closing Date, calculated on the basis of a year of 360 days and the actual number of days elapsed. Any such payment under this Section 3.6(d) shall be made by federal funds wire transfer of immediately available funds to the Independent Auditor such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion account(s) of the fees and expenses. For exampleParty entitled to receive such payment, if Buyer challenges which account(s) shall be identified by Purchaser to Seller or by Seller to Purchaser, as the calculation of any items underlying case may be, as soon as practicable following the calculation of Closing Transaction Expenses in the net amount of $1,000,000, and the Independent Auditor determines that the Company has a valid claim that $400,000 determination of the $1,000,000 claimed by Buyer do not constitute Closing Transaction Expenses, the Company Stockholder Representative shall bear 60% of the fees and expenses of the Independent Auditor (subject to the Company Stockholder Representative’s right to be indemnified by the Final Pre-Reverse Split Company Stockholders and the Company Stockholders pursuant to Section 3.9(d), if such expenses exceed the Representative Expense Fund) and Buyer shall bear the remaining 40% of the fees and expenses of the Independent AuditorClosing Net Income Amount.